SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 1)*
-------------------------
HIGH EQUITY PARTNERS L.P. - SERIES 86
(Name of Subject Company [Issuer])
OLYMPIA INVESTORS L.P.
OLYMPIA-GP, INC.
AMERICAN REAL ESTATE HOLDINGS, L.P.
AMERICAN PROPERTY INVESTORS, INC.
CARL C. ICAHN
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
-------------------------
Bonnie D. Podolsky
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
(212) 626-0800
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
Calculation of Filing Fee
- -----------------------------------------------------------------
Transaction Amount of
Valuation*: $19,975,000 Filing Fee: $3,995
- -----------------------------------------------------------------
*For purposes of calculating the filing fee only. This amount assumes
the purchase of 235,000 Units of the subject company for $85.00 per Unit in
cash.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing
<PAGE>
by registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $3,995
Form or Registration No.: Schedule 14D-1
Filing Party: Olympia Investors L.P., Olympia-GP, Inc., American
Real Estate Holdings, L.P., American Property Investors, Inc.,
Carl C. Icahn
Dated Filed: March 12, 1998
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
AMENDMENT NO 1. TO SCHEDULE 14D-1
This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Securities
and Exchange Commission on March 12, 1998 (the "Schedule") by
Olympia Investors, L.P., Olympia-GP Inc., American Real Estate
Holdings, L.P. ("AREH"), American Property Investors, Inc. and
Carl C. Icahn. All capitalized terms used herein but not
otherwise defined shall have the meanings ascribed to such terms
in the Offer to Purchase dated March 12, 1998 (the "Offer to
Purchase") and the related Assignment of Partnership Interest
dated March 12, 1998(the "Assignment").
Item 10. Additional Information.
Item 10(f) is herby amended to add the following:
(f) The information set forth in Exhibit (a) (5) attached hereto is
incorporated herein by reference.
Item 11. Materials to Be Filed as Exhibits.
The following document is filed as an exhibit to this Amended Schedule
14D-1:
(a)(5) Press Release, dated April 7, 1998.
<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: April 7, 1998
OLYMPIA INVESTORS, L.P. OLYMPIA GP-INC.
By: OLYMPIA GP-INC.,
its general partner By: /s/ Martin L. Hirsch
---------------------
Name: Martin L. Hirsch
Title: Vice President
By: /s/ Martin L. Hirsch
-----------------------
Name: Martin L. Hirsch
Title: Vice President
AMERICAN REAL ESTATE HOLDINGS, L.P.
By: AMERICAN PROPERTY INVESTORS, INC.,
its general partner
By: /s/ Martin L. Hirsch
-----------------------
Name: Martin L. Hirsch
Title: Vice President
AMERICAN PROPERTY INVESTORS, INC.
By: /s/ Martin L. Hirsch
-----------------------
Name: Martin L. Hirsch
Title: Vice President
By: /s/ Carl C. Icahn
------------------------
CARL C. ICAHN
[Signature Page for High Equity Partners L.P. - Series 86, Schedule 14D-1 -
Amendment No. 1]
<PAGE>
EXHIBIT INDEX
(a)(5) Press Release, dated April 7, 1998.
American Real Estate Partners, L.P.
FOR IMMEDIATE RELEASE
Contact: Information Agent:
Beacon Hill Partners, Inc.
(212) 843-8500
TENDER OFFER BY AFFILIATE OF
AMERICAN REAL ESTATE PARTNERS, L.P. EXTENDED
Mount Kisco, N.Y., April 7, 1998 - American Real Estate Partners, L.P. (NYSE:
ACP) announced today that its affiliate, Olympia Investors, L.P., a Delaware
limited partnership, has extended the expiration date of its offer (the "Offer")
to purchase up to approximately 40% of the outstanding Units of High Equity
Partners L.P. - Series 86 (the "Partnership") to 12:00 midnight, New York City
time, on Tuesday, May 5, 1998. As of April 7, 1998, 9,423 Units had been
tendered to the depositary pursuant to the Offer.
American Real Estate Partners, L.P. is a master limited partnership primarily
engaged in acquiring and managing real estate investments, with a primary focus
on office, retail, industrial, hotel and residential properties.
100 South Bedford Road o Mount Kisco, NY 10549 o 914-242-7700
o 914-242-9282 (Fax)
1
