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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Final Amendment
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HIGH EQUITY PARTNERS L.P. - SERIES 86
(Name of Subject Company)
MILLENNIUM FUNDING III LLC
PRESIDIO CAPITAL INVESTMENT COMPANY, LLC
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(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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David G. King, Jr.
Presidio Capital Investment Company, LLC
527 Madison Avenue
New York, New York 10022
(212) 319-3400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copy to:
Mark I. Fisher
Rosenman & Colin LLP
575 Madison Avenue
New York, New York 10022
(212) 940-8877
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CALCULATION OF FILING FEE
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Transaction Valuation*: $4,080,368 Amount of Filing Fee: $816.07
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* For purposes of calculating the fee only. This amount assumes the purchase of
39,596 units of limited partnership interest ("Units") of the subject
partnership for $103.05 per Unit. The amount of the filing fee, calculated in
accordance with Section 14(g)(3) and Rule 0-11(d) under the Securities Exchange
Act of 1934, as amended, equals 1/50th of one percent of the aggregate of the
cash offered by the bidders.
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(cover page 2 of 2)
[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: $816.07
Form or Registration No.: 14D-1
Filing Party: Millennium Funding III LLC
Date Filed: November 24, 1999
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CUSIP No. NONE 14D-1/A Page 3
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1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons
Millennium Funding III LLC
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3. SEC Use Only
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4 Sources of Funds
AF
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5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
39,596
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8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
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9. Percent of Class Represented by Amount in Row 7
6.73%
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10. Type of Reporting Person
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OO
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CUSIP No. NONE 14D-1 Page 4
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1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons
Presidio Capital Investment Company, LLC
06-1509220
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3. SEC Use Only
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4 Sources of Funds
N/A
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5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
123,002 *
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8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
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9. Percent of Class Represented by Amount in Row 7
20.92%
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10. Type of Reporting Person
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OO
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* 80,444 Units are owned by Millennium Funding III Corp., 2,942 Units are
owned by Millennium Funding I LLC and 39,596 Units are owned by
Millennium Funding III LLC. All such entities are directly or
indirectly 100% owned by Presidio Capital Investment Company, LLC
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SCHEDULE 14D-1
This Amendment No. 2 ("Final Amendment") amends the Tender Offer Statement
on Schedule 14D-1 (the "Statement") filed with the Securities and Exchange
Commission (the "Commission") on November 24, 1999 as amended by Amendment No. 1
filed with the Commission on December 22, 1999, by Millennium Funding III LLC, a
Delaware limited liability company (the "Purchaser"), and Presidio Capital
Investment Company, LLC, relating to the tender offer by the Purchaser to
purchase up to 39,596 outstanding units of limited partnership interest
("Units") of High Equity Partners L.P. - Series 86 (the "Partnership"), at a
purchase price of $103.05 per Unit, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated November
24, 1999 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with any supplements or amendments, collectively constitute the
"Offer").
Item 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4(a) is hereby supplemented and amended as follows:
The total amount of funds required by the Purchaser to purchase the
39,596 Units accepted for payment pursuant to the Offer, exclusive of fees
and expenses is $4,080,368. The Purchaser obtained such funds (plus
amounts to pay fees and expenses) from Presidio Capital Investment
Company, LLC, its member.
Item 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a) is hereby supplemented and amended as follows:
As of the close of business of February 1, 2000:
(i) Millennium Funding Corp. ("MFC") beneficially owns 20 Units
constituting approximately 0.003% of the outstanding Units;
(ii) Millennium Funding III Corp. ("MFC III") beneficially owns
80,444 Units constituting approximately 13.68% of the outstanding Units;
(iii) Millennium Funding I LLC ("Millennium LLC") beneficially owns
2,942 Units constituting approximately 0.84% of the outstanding Units;
5
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(iv) Millennium Funding III LLC ("Millennium III LLC")beneficially
owns 39,596 Units constituting approximately 6.73% of the outstanding
Units;
(v) Each of MFC and MFC III is wholly-owned by Presidio Capital
Corp. ("PCC"). Accordingly, PCC may be deemed to beneficially own the
aggregate 80,464 Units which are held by MFC and MFC III. Such Units,
in the aggregate, constitute approximately 13.68% of the outstanding
Units;
(vi) Each of PCC, Millennium LLC and Millennium III LLC is
wholly-owned by Presidio Capital Investment Company, LLC ("PCIC").
Accordingly, PCIC may be deemed to beneficially own the aggregate 123,002
Units which are beneficially owned by such entities. Such Units constitute
approximately 20.92% of the outstanding Units.
Item 6(b) is hereby amended and supplemented as follows:
The Offer expired at 12:00 Midnight, New York City time, on January 5,
2000. Pursuant to the Offer, the Purchaser accepted for payment 39,596
Units at a purchase price of $103.05 per Unit.
Item 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby supplemented as follows:
The information set forth in the letter to limited partners attached
hereto as Exhibit (a)(6) is incorporated by reference herein.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby supplemented by adding the following, a copy of which is
attached hereto as Exhibit:
(a)(6) Letter to Limited Partners dated January 26,
2000
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SIGNATURE
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.
MILLENNIUM FUNDING III LLC
By: Presidio Capital Investment
Company, LLC, member
By /s/ David G. King, Jr._
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David G. King, Jr.
President
PRESIDIO CAPITAL INVESTMENT
COMPANY, LLC
By /s/ David G. King, Jr.__
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David G. King, Jr.
President
Dated: February 2, 2000
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Exhibit (a)(6)
Millennium Funding III LLC
January 26, 2000
Re: Offer to Purchase Units of Limited Partnership Interest in
High Equity Partners L.P.-Series 86
Dear Limited Partners:
Enclosed please find a check representing our payment for units we purchased
from you pursuant to our Offer. Since the Offer was oversubscribed, we purchased
approximately 46.94% of the units which you tendered to us.
For additional information, contact Georgeson Shareholder Communications
Inc., the Information Agent for the offer, at (800) 223-2064.
Sincerely,
Millennium Funding III LLC
