UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
High Equity Partners, L.P. - Series 86
(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
16,052 Units
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
16,052 Units
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,052 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.73%
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
16,052 Units
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
16,052 Units
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,052 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.73%
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
16,052 Units
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
16,052 Units
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,052 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.73%
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
16,052 Units
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
16,052 Units
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,052 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.73%
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
3,243 Units
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
3,243 Units
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,243 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.56%
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
19,295 Units **
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
19,295 Units **
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,295 Units **
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.28% **
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 High Equity
Partners, L.P. - Series 86 (the "Issuer").
Item 4. Purpose of Transaction
On December 21, 1998, Olympia sold 16,052 Units in the Issuer to
Millenium Funding III Corp. for an aggregate purchase price of $1,474,697.24
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
19,295 Units in the Issuer, representing approximately 3.28% of the Issuer's
outstanding Units (based upon the 588,010 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.
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:
High Equity Partners, L.P. - Series 86]
