SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 11)*
(Final Amendment)
-------------------------
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
MILLENIUM FUNDING CORP.
MILLENIUM FUNDING III CORP.
PRESIDIO CAPITAL CORP.
PRESIDIO HOLDING COMPANY, LLC
NORTHSTAR PRESIDIO MANAGEMENT COMPANY, LLC
NORTHSTAR OPERATING, LLC
NORTHSTAR CAPITAL PARTNERS, LLC
NORTHSTAR CAPITAL HOLDINGS I, LLC
DAVID HAMAMOTO
W. EDWARD SCHEETZ
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
Bonnie D. Podolsky Edward W. Kerson
Gordon Altman Butowsky Proskauer Rose LLP
Weitzen Shalov & Wein 1585 Broadway
114 West 47th Street New York, New York 10036
New York, New York 10036 (212) 969-3000
(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*: $7,497,000 Filing Fee: $1,499.40
*For purposes of calculating the filing fee only. This amount assumes
the purchase of 88,200 Units of the subject company for $85.00 per Unit in cash.
<PAGE>
[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 by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid:$3,995 (based upon prior transaction
valuation of $19,975,000, calculated for purposes of the filing
fee, assuming the purchase of 235,000 Units of the subject company
for $85.00 per Unit in cash)
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>
SCHEDULE 14D-1
(Amendment No. 11)
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Olympia Investors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS (See Instructions)
AF; WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,160 Units
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.47%
10 TYPE OF REPORTING PERSON (See Instructions)
PN
<PAGE>
SCHEDULE 14D-1
(Amendment No. 11)
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Olympia-GP, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,160 Units
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.47%
10 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
SCHEDULE 14D-1
(Amendment No. 11)
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Real Estate Holdings, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,160 Units
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.47%
10 TYPE OF REPORTING PERSON (See Instructions)
PN
<PAGE>
SCHEDULE 14D-1
(Amendment No. 11)
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Property Investors, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,160 Units
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.47%
10 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
SCHEDULE 14D-1
(Amendment No. 11)
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,403 **
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
6.02% **
10 TYPE OF REPORTING PERSON (See Instructions)
IN
** Includes 3,243 Units beneficially owned by Longacre Corp., a
Delaware corporation wholly-owned by Carl C. Icahn.
<PAGE>
SCHEDULE 14D-1
(Amendment No. 11)
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Millenium Funding Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0.0%
10 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
SCHEDULE 14D-1
(Amendment No. 11)
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Millenium Funding III Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,172
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
7.9%
10 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
SCHEDULE 14D-1
(Amendment No. 11)
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Presidio Capital Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,192
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
7.9%
10 TYPE OF REPORTING PERSON (See Instructions)
HC
<PAGE>
SCHEDULE 14D-1
(Amendment No. 11)
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Presidio Holding Company, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,192
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
7.9%
10 TYPE OF REPORTING PERSON (See Instructions)
HC
<PAGE>
SCHEDULE 14D-1
(Amendment No. 11)
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NorthStar Presidio Management Company, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,192
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
7.9%
10 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
SCHEDULE 14D-1
(Amendment No. 11)
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NorthStar Operating, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,192
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
7.9%
10 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
SCHEDULE 14D-1
(Amendment No. 11)
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NorthStar Capital Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,192
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
7.9%
10 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
SCHEDULE 14D-1
(Amendment No. 11)
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NorthStar Capital Holdings I, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,192
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
7.9%
10 TYPE OF REPORTING PERSON (See Instructions)
HC
<PAGE>
SCHEDULE 14D-1
(Amendment No. 11)
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Hamamoto
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,192
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
7.9%
10 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SCHEDULE 14D-1
(Amendment No. 11)
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W. Edward Scheetz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS (See Instructions)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,192
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
7.9%
10 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
AMENDMENT NO. 11 TO SCHEDULE 14D-1
This Amendment No. 11 constitutes the final amendment to the Tender
Offer Statement on Schedule 14D-1 originally filed with the Securities and
Exchange Commission by Olympia Investors, L.P., Olympia-GP Inc., American Real
Estate Holdings, L.P., American Property Investors, Inc. and Carl C. Icahn on
March 12, 1998, as amended by Amendments No. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 and
11 thereto. 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, as supplemented by the Supplement thereto dated July 1, 1998, and the
related Assignment of Partnership Interest dated March 12, 1998, as amended
through July 1, 1998.
Item 6. Interest in Securities of Subject Company.
(a)-(b) At 12:00 midnight, New York City time, on Friday, July
24, 1998, the Offer expired pursuant to its terms. A total of 32,160 Units,
representing 5.47% of the outstanding Units, were validly tendered and not
withdrawn pursuant to the Offer. The Purchaser has accepted for payment, and the
Depositary has mailed checks in payment of, all of those Units at the price of
$85.00 per Unit.
<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: October 2, 1998
OLYMPIA INVESTORS, L.P. OLYMPIA GP-INC.
By: OLYMPIA GP-INC., By: /s/ Martin L. Hirsch
its general partner --------------------
Name: Martin L. Hirsch
By: /s/ Martin L. Hirsch Title: Vice President
-----------------------
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
/s/ Theodore Altman
------------------------
CARL C. ICAHN
By: Theodore Altman as
Attorney-in-fact
[Signature Page for High Equity Partners, L.P. - Series 86, Schedule 14D-1 -
Amendment No. 11]
<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: October 2, 1998
MILLENIUM FUNDING CORP. MILLENIUM FUNDING III CORP.
By: /s/ Allan B. Rothschild By: /s/ Allan B. Rothschild
--------------------- ---------------------
Name: Allan B. Rothschild Name: Allan B. Rothschild
Title: Authorized Signatory Title: Authorized
Signatory
PRESIDIO CAPITAL CORP. PRESIDIO HOLDING COMPANY, LLC
By: /s/ Allan B. Rothschild By: /s/ W. Edward Scheetz
--------------------- ---------------------
Name: Allan B. Rothschild Name: W. Edward Scheetz
Title: Authorized Signatory Title: Authorized
Signatory
NORTHSTAR PRESIDIO MANAGEMENT NORTHSTAR OPERATING, LLC
COMPANY, LLC
By: /s/ Allan B. Rothschild By: /s/ W. Edward Scheetz
--------------------- ---------------------
Name: Allan B. Rothschild Name: W. Edward Scheetz
Title: Authorized Signatory Title: Authorized
Signatory
NORTHSTAR CAPITAL PARTNERS, LLC NORTHSTAR CAPITAL HOLDINGS I,
LLC
By: /s/ W. Edward Scheetz By: /s/ W. Edward Scheetz
--------------------- ---------------------
Name: W. Edward Scheetz Name: W. Edward Scheetz
Title: Authorized Signatory Title: Authorized
Signatory
/s/ W. Edward Scheetz /s/ David Hamamoto
------------------------ ------------------------
W. EDWARD SCHEETZ DAVID HAMAMOTO
[Signature Page for High Equity Partners, L.P. - Series 86, Schedule 14D-1 -
Amendment No. 11]
