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)*
-------------------------
HIGH EQUITY PARTNERS L.P. - SERIES 88
(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 IV 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*: $6,997,880 Filing Fee: $1,399.58
- -----------------------------------------------------------------
*For purposes of calculating the filing fee only. This amount assumes
the purchase of 55,760 Units of the subject company for $125.50 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
<PAGE>
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: $3,727.35 (based upon prior transaction
valuation of $17,374,500, calculated for purposes of the filing
fee, assuming the purchase of 148,500 Units of the subject
company for $117.00 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
15,826 **
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
4.26% **
10 TYPE OF REPORTING PERSON (See Instructions)
PN
** Based upon a preliminary count received from the depositary for the tender
offer of Units validly tendered and not withdrawn.
<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
15,826 **
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
4.26% **
10 TYPE OF REPORTING PERSON (See Instructions)
CO
** Based upon a preliminary count received from the depositary for the tender
offer of Units validly tendered and not withdrawn.
<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
15,826 **
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
4.26% **
10 TYPE OF REPORTING PERSON (See Instructions)
PN
** Based upon a preliminary count received from the depositary for the tender
offer of Units validly tendered and not withdrawn.
<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
15,826 **
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
4.26% **
10 TYPE OF REPORTING PERSON (See Instructions)
CO
** Based upon a preliminary count received from the depositary for the tender
offer of Units validly tendered and not withdrawn.
<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
18,172 **
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
4.89% **
10 TYPE OF REPORTING PERSON (See Instructions)
IN
** Based upon a preliminary count received from the depositary for the tender
offer of Units validly tendered and not withdrawn; Includes 2,346 Units 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
59 **
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
** Does not include Units tendered to Olympia Investors, L.P.
("Olympia") pursuant to the tender offer commenced by Olympia on
March 12, 1998.
<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 IV 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
47,211 **
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
12.7% **
10 TYPE OF REPORTING PERSON (See Instructions)
CO
** Does not include Units tendered to Olympia Investors, L.P.
("Olympia") pursuant to the tender offer commenced by Olympia on
March 12, 1998.
<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
47,270 **
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
12.7% **
10 TYPE OF REPORTING PERSON (See Instructions)
HC
** Does not include Units tendered to Olympia Investors, L.P.
("Olympia") pursuant to the tender offer commenced by Olympia on
March 12, 1998.
<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
47,270 **
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
12.7% **
10 TYPE OF REPORTING PERSON (See Instructions)
HC
** Does not include Units tendered to Olympia Investors, L.P.
("Olympia") pursuant to the tender offer commenced by Olympia on
March 12, 1998.
<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
47,270 **
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
12.7% **
10 TYPE OF REPORTING PERSON (See Instructions)
OO
** Does not include Units tendered to Olympia Investors, L.P.
("Olympia") pursuant to the tender offer commenced by Olympia on
March 12, 1998.
<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
47,270 **
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
12.7% **
10 TYPE OF REPORTING PERSON (See Instructions)
OO
** Does not include Units tendered to Olympia Investors, L.P.
("Olympia") pursuant to the tender offer commenced by Olympia on
March 12, 1998.
<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
47,270 **
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
12.7% **
10 TYPE OF REPORTING PERSON (See Instructions)
OO
** Does not include Units tendered to Olympia Investors, L.P.
("Olympia") pursuant to the tender offer commenced by Olympia on
March 12, 1998.
<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
47,270 **
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
12.7% **
10 TYPE OF REPORTING PERSON (See Instructions)
HC
** Does not include Units tendered to Olympia Investors, L.P.
("Olympia") pursuant to the tender offer commenced by Olympia on
March 12, 1998.
<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
47,270 **
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
12.7% **
10 TYPE OF REPORTING PERSON (See Instructions)
IN
** Does not include Units tendered to Olympia Investors, L.P.
("Olympia") pursuant to the tender offer commenced by Olympia on
March 12, 1998.
<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
47,270 **
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
12.7% **
10 TYPE OF REPORTING PERSON (See Instructions)
IN
** Does not include Units tendered to Olympia Investors, L.P.
("Olympia") pursuant to the tender offer commenced by Olympia on
March 12, 1998.
<PAGE>
AMENDMENT NO. 11 TO SCHEDULE 14D-1
This Amendment No. 11 amends and supplements 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 and 10 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 May 22, 1998, and the related
Assignment of Partnership Interest dated March 12, 1998, as amended through May
22, 1998.
Item 10. Additional Information.
Item 10(f) is hereby 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 documents are filed as exhibits to this Amended Schedule
14D-1:
(a)(5) Press Release, dated July 28, 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: July 28, 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 88, 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: July 28, 1998
MILLENIUM FUNDING CORP. MILLENIUM FUNDING IV 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/ David Hamamoto
--------------------- ---------------------
Name: Allan B. Rothschild Name: David Hamamoto
Title: Authorized Signatory Title: Authorized
Signatory
NORTHSTAR PRESIDIO MANAGEMENT NORTHSTAR OPERATING, LLC
COMPANY, LLC
By: /s/ Allan B. Rothschild By: /s/ David Hamamoto
--------------------- ---------------------
Name: Allan B. Rothschild Name: David Hamamoto
Title: Authorized Signatory Title: Authorized
Signatory
NORTHSTAR CAPITAL PARTNERS, LLC NORTHSTAR CAPITAL HOLDINGS I, LLC
By: /s/ David Hamamoto By: /s/ David Hamamoto
--------------------- ---------------------
Name: David Hamamoto Name: David Hamamoto
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 88, Schedule 14D-1 -
Amendment No. 11]
<PAGE>
EXHIBIT INDEX
(a)(5) Press Release, dated July 28, 1998.
American Real Estate Partners, L.P.
FOR IMMEDIATE RELEASE
---------------------
Contact: Information Agent:
Beacon Hill Partners, Inc.
(212) 843-8500
AFFILIATE OF AMERICAN REAL ESTATE PARTNERS, L.P.
ACCEPTS UNITS TENDERED PURSUANT TO TENDER OFFER
Mount Kisco, N.Y., July 28, 1998 - American Real Estate Partners, L.P. (NYSE:
ACP) announced today that its affiliate, Olympia Investors, L.P., a Delaware
limited partnership, has accepted for payment all units of limited partnership
interest ("Units") properly tendered and not validly withdrawn pursuant to its
tender offers (the "Offers") for Units in each of Integrated Resources High
Equity Partners, Series 85, ("HEP-85"), High Equity Partners L.P. - Series 86
("HEP-86") and High Equity Partners L.P. - Series 88 ("HEP-88") and has so
instructed Harris Trust Company of New York, the depositary for the Offers. The
preliminary count of Units validly tendered and not withdrawn is as set forth
below:
APPROXIMATE
NUMBER OF APPROXIMATE
UNITS TENDERED PERCENTAGE OF
AND NOT OUTSTANDING
PARTNERSHIP WITHDRAWN UNITS
Integrated Resources High
Equity Partners, Series 85 32,078 8.02%
High Equity Partners
L.P. - Series 86 33,710 5.73%
High Equity Partners
L.P. - Series 88 15,826 4.26%
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 Mount Kisco, NY 10549 914-242-7700 914-
242-9282 (Fax)
