<PAGE>
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. 1)*
-------------------------
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
(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
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
Calculation of Filing Fee
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Transaction Amount of
Valuation*: $18,636,750.00 Filing Fee: $3,727.35
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*For purposes of calculating the filing fee only. This amount assumes
the purchase of 148,500 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 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: $3,474.90
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
<PAGE>
* 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 Assignment of Partnership
Interest as amended through April 2, 1998(the "Amended Assignment").
Item 1. Security and Subject Company.
The first sentence of Item 1(b) is hereby amended to read in its
entirety as follows:
(b) This Schedule relates to the increase in the Purchase Price and the
extension of the Expiration Date of the Offer by Olympia Investors, L.P., a
Delaware limited partnership (the "Purchaser"), to purchase up to 148,500 of the
issued and outstanding units of limited partnership interest ("Units") of the
Partnership at a purchase price of $125.50 per Unit (the "Purchase Price"), net
to the seller in cash, without interest, less the amount of any distributions
declared or made with respect to the Units (other than distributions of Adjusted
Cash from Operations, as defined in the Partnership's partnership agreement)
between March 12, 1998 and the date of payment of the Purchase Price by the
Purchaser, upon the terms and subject to the conditions set forth in: (i) the
Offer to Purchase (ii) the amendment to the Offer to Purchase (the "Amendment")
dated April 2, 1998 and (iii) the Amended Assignment, copies of which are
attached hereto as Exhibits (a)(1), (a)(5) and (a)(6), respectively. Information
concerning the number of Units outstanding is set forth in the "INTRODUCTION" to
the Offer to Purchase and is incorporated herein by reference.
Item 4. Source and Amount of Funds or Other Consideration.
Item 4(a) is hereby amended to read in its entirety as follows:
(a) The Purchaser expects that approximately $18,636,750.00 (exclusive
of fees and expenses) will be required to purchase 148,500 Units, if tendered.
The Purchaser will obtain all of such funds from capital contributions from
AREH, which has an aggregate net worth substantially in excess of the amount
required to purchase such Units. AREH will obtain the funds necessary to make
such capital contributions from its working capital.
Item 10. Additional Information.
<PAGE>
Item 10(f) is hereby amended to read in its entirety as follows:
(f) Reference is hereby made to the Offer to Purchase, the Amendment and
the Amended Assignment, copies of which are attached hereto as Exhibits (a)(1),
(a)(5) and (a)(6), respectively, and which are incorporated herein in their
entirety 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) Amendment to the Offer to Purchase, dated
April 2, 1998.
(a)(6) Assignment of Partnership Interest, as
amended through April 2, 1998.
(a)(7) Press Release, dated April 2, 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 2, 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
/s/ Carl C. Icahn
------------------------
CARL C. ICAHN
[Signature Page for High Equity Partners L.P. - Series 88, Schedule 14D-1 -
Amendment No. 1]
<PAGE>
EXHIBIT INDEX
(a)(5) Amendment to the Offer to Purchase, dated
April 2, 1998.
(a)(6) Assignment of Partnership Interest, as
amended through April 2, 1998.
(a)(7) Press Release, dated April 2, 1998.
<PAGE>
OLYMPIA INVESTORS, L.P. INCREASES OFFER TO PURCHASE UNITS TO
$125.50 PER UNIT
OFFER EXTENDED UNTIL APRIL 16, 1998
Olympia Investors, L.P. (the "Purchaser") has increased its offer price to
purchase up to 148,500 units of limited partnership interest (the "Units") in
High Equity Partners L.P. - Series 88 (the "Partnership") to $125.50 per Unit
(the "Purchase Price"), net to the seller in cash, without interest, less the
amount of distributions per Unit, if any (other than distributions of Adjusted
Cash from Operations, as defined in the Partnership's partnership agreement),
made by the Partnership from March 12, 1998 until the date of payment of the
Purchase Price by the Purchaser. The Offer has also been extended until
midnight, New York City time, on Thursday, April 16, 1998. This notice to
Limited Partners amends the Purchaser's Offer to Purchase dated March 12, 1998
(the "Offer to Purchase").
Limited Partners should make note of the following:
* The Purchase Price of $125.50 per Unit is approximately 86% of
the Purchaser's estimate of the net asset value per Unit of
$146.04 and approximately 90% of the Purchaser's estimate of
liquidation value per Unit of $139.39.
* The Purchase Price is higher than the price offered by Everest
Investors 8, LLC in its March 18, 1998 offer to purchase up to
4.9% of the outstanding Units . In addition, in a recent
letter to Limited Partners, the Partnership stated that it
will not recognize transfers to Everest.
* Limited Partners should furnish Certificates evidencing
tendered Units to the Depositary, if available. However, it is
not necessary to furnish such Certificates in order for your
tender to be valid.
* As a result of the increase in the Purchase Price, the
Purchaser expects that approximately $18,636,750 (exclusive of
fees and expenses) will be required to purchase 148,500 Units,
if tendered. The Purchaser will obtain all of such funds from
capital contributions from American Real Estate Holdings, L.P.
("AREH"), which has an aggregate net worth substantially in
excess of the amount required to purchase such Units. AREH
will obtain the funds necessary to make such capital
contributions from its working capital.
Other than as stated above, the terms and conditions of the Offer are as
set forth in the Offer to Purchase and in the amended Assignment of Partnership
Interest (enclosed herewith). If you would like to tender your Units at this
increased Purchase Price, you should complete and sign the enclosed amended
Assignment of Partnership Interest and forward it to the Depositary so that it
is received no later than April 16, 1998. IF YOU PREVIOUSLY TENDERED UNITS TO
THE PURCHASER, YOU WILL AUTOMATICALLY RECEIVE THE HIGHER PRICE WITHOUT TAKING
ANY FURTHER ACTION.
If you desire additional information regarding the Offer or need assistance
in tendering your Units, you may call Beacon Hill Partners, Inc., which is
acting as the Information Agent for the Offer, at (212) 843-8500 (collect) or
(800) 301-8755 (toll free).
April 2, 1998 Olympia Investors, L.P.
<PAGE>
ASSIGNMENT OF PARTNERSHIP INTEREST
Amended and Restated as of April 2, 1998
to Tender Units of Limited Partnership Interest
of
High Equity Partners L.P. -- Series 88
Pursuant to the Offer to Purchase
Dated March 12, 1998
As Amended From Time to Time
of
OLYMPIA INVESTORS, L.P.
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THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
APRIL 16, 1998, UNLESS THE OFFER IS EXTENDED.
================================================================================
Limited Partners desiring to tender their Units should complete and sign
this Assignment of Partnership Interest, and forward it to the Depositary at one
of the addresses set forth below together with all certificates (if available)
representing their interests in Units tendered ("Certificates"). Instructions
for completing this Assignment of Partnership Interest are included herein,
along with a pre-addressed envelope to the Depositary.
The Depositary for the Offer is:
HARRIS TRUST COMPANY OF NEW YORK
By Mail: To Confirm: By Hand/Overnight
Delivery:
Wall Street Station (212) 701-7624 Receive Window
P.O. Box 1023 Wall Street Plaza
New York, NY 10268-1023 88 Pine Street, 19th Floor
New York, New York 10005
If you have any questions or need assistance in completing this Assignment
of Partnership Interest, please call the Information Agent, Beacon Hill
Partners, Inc. at (212) 843-8500 (collect) or (800) 301-8755 (toll free).
Delivery of this Assignment of Partnership Interest or any other required
documents to an address other than those set forth above does not constitute
valid delivery.
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS
Capitalized terms used herein and not defined shall have the meanings given
to them in the Olympia Investors, L.P. Offer to Purchase Limited Partnership
Units of High Equity Partners L.P. -- Series 88, dated March 12, 1998 (as it may
be amended from time to time, the "Offer to Purchase").
The undersigned hereby tenders to Olympia Investors, L.P., a Delaware
limited partnership (the "Purchaser"), the number of the undersigned's units of
limited partnership interest specified in the signature box (together with the
Certificates, "Units") in High Equity Partners L.P. --Series 88, a Delaware
limited partnership (the "Partnership"), at a price of $125.50 per Unit, net to
the seller in cash, without interest, less the amount of distributions per Unit,
if any (other than distributions of Adjusted Cash from Operations, as defined in
the Partnership Agreement), made by the Partnership from the date of the Offer
to Purchase until the Payment Date, upon the terms and subject to the conditions
set forth in the Offer to Purchase, receipt of which is hereby acknowledged, and
in this Assignment of Partnership Interest (which, together with any supplements
or amendments, collectively constitute the "Offer"). The Purchaser reserves the
right to transfer or assign, in whole or from time to time in part, to one or
more persons, the right to purchase Units tendered pursuant to the Offer, but
any such transfer or assignment will not relieve the Purchaser of its
obligations under the Offer or prejudice the rights of tendering Limited
Partners to receive payment for Units validly tendered and accepted for payment
pursuant to the Offer. Limited Partners who tender their Units will not be
obligated to pay any commissions or Partnership transfer fees in connection with
such tender.
The undersigned understands that if more than 148,500 Units are validly
tendered prior to or on the Expiration Date and not properly withdrawn, the
Purchaser will, upon the terms of the Offer, accept for payment from among those
tendered Units 148,500 Units on a pro rata basis based upon the number of the
tendered Units with adjustments to avoid purchases of certain fractional Units
and subject to the transfer requirements of the Partnership Agreement.
Subject to and effective upon acceptance for payment of and payment for the
Units tendered hereby, the undersigned hereby sells, assigns, and transfers to
or upon the order of the Purchaser all right, title, proxy and interest in and
to all of the Units tendered hereby (including the related Certificates),
including, without limitation, all rights in, and claims to, any voting rights,
rights to be substituted as a Limited Partner of the Partnership, Partnership
profits and losses, cash distributions and other benefits of any nature
whatsoever distributable or allocable or otherwise to such tendered Units under
the Partnership Agreement; provided, that if proration of tendered Units is
required as described in Section 1 of the Offer to Purchase, this Assignment of
Partnership Interest shall be effective to transfer to the Purchaser only that
number of the undersigned's Units as is accepted for payment and thereby
purchased by the Purchaser. The undersigned understands that upon acceptance for
payment of and payment for the Units tendered by the undersigned, the Purchaser
will seek admission to the Partnership as a Limited Partner in substitution for
the undersigned
<PAGE>
as to all Units tendered by the undersigned. If, however, proration of tendered
Units is required and as a result the Purchaser accepts for payment and thereby
purchases less than all of the undersigned's Units tendered hereby, the
undersigned may continue to be a Limited Partner with respect to Units tendered
by the undersigned that are not purchased. By executing and delivering this
Assignment of Partnership Interest, the undersigned, being a tendering Limited
Partner, expressly intends the Purchaser to become a Limited Partner.
The undersigned understands and hereby acknowledges and agrees that the
Purchaser shall be entitled to (i) deduct from the Purchase Price all
distributions of cash or other property from the Partnership (other than
distributions of Adjusted Cash from Operations) attributable to the transferred
Units that are made on or after March 12, 1998, without regard to whether the
record date for any such distribution may be a date after or prior to the date
of transfer and (ii) receive all Partnership distributions after the Payment
Date.
By executing and delivering this Assignment of Partnership Interest, a
tendering Limited Partner irrevocably appoints the Purchaser, its general
partner and any designees of the Purchaser and of each of them as such Limited
Partner's proxies, with full power of substitution, to the full extent of such
Limited Partner's rights with respect to the Units tendered by such Limited
Partner and accepted for payment by the Purchaser including, without limitation,
to deliver such Units and transfer ownership of such Units on the Partnership's
books maintained by the general partners of the Partnership and to become a
substituted Limited Partner and to receive all benefits and otherwise exercise
all rights of beneficial ownership of such Units and as a Limited Partner of the
Partnership, all in accordance with the terms of the Offer. All such proxies
shall be considered irrevocable and coupled with an interest in the tendered
Units. Such appointment will be effective when, and only to the extent that, the
Purchaser accepts such Units for payment. Upon such acceptance for payment
pursuant to the Offer, all prior proxies given by such Limited Partner with
respect to such Units will be revoked without further action, and no subsequent
proxies may be given nor any subsequent written consent executed (and, if given
or executed, will not be deemed effective). The Purchaser, its general partner
and any designees of the Purchaser will, with respect to the Units for which
such appointment is effective, be empowered to exercise all voting and other
rights of such Limited Partner as they in their sole discretion may deem proper
at any meeting of Limited Partners or any adjournment or postponement thereof,
by written consent in lieu of any such meeting or otherwise. The Purchaser may
assign such proxy to any person with or without assigning the related Units with
respect to which such proxy was granted. The Purchaser reserves the right to
require that, in order for a Unit to be deemed validly tendered, immediately
upon the Purchaser's payment for such Unit, the Purchaser must be able to
exercise full voting rights with respect to such Unit and other securities,
including voting at any meeting of Limited Partners.
By executing and delivering the Assignment of Partnership Interest, a
tendering Limited Partner also irrevocably constitutes and appoints the
Purchaser, its general partner and any designees of the Purchaser as the Limited
Partner's attorneys-in-fact, each with full power of substitution to the full
extent of the Limited Partner's rights with respect to the Units tendered by the
Limited Partner and accepted for payment by the Purchaser. Such appointment will
be effective when, and only to the extent that, the Purchaser accepts the
tendered Units for payment. Upon such acceptance for payment, all prior powers
of attorney granted by the Limited Partner with respect to such Units will,
without further action, be revoked, and no subsequent powers of attorney may be
granted (and if granted will not be effective). Pursuant to such appointment as
attorneys-in-fact, the Purchaser, its general partner and any designees of the
Purchaser each will have the power, among other things, (i) to seek to transfer
ownership of such Units on the Partnership's books (and execute and deliver any
accompanying evidences of transfer and authenticity any of them may deem
necessary or appropriate in connection therewith, including, without limitation,
any documents or instruments required to be executed under a "Transferor's
(Seller's) Application for Transfer" created by the NASD, if required), (ii)
upon receipt by the Depositary (as the tendering Limited Partner's agent) of the
Purchase Price, to receive any and all distributions made by the Partnership,
and to receive all benefits and otherwise exercise all rights of beneficial
ownership of such Units in accordance with the terms of the Offer, (iii) to
execute and deliver to the Partnership and/or its general partners a change of
address form instructing the Partnership to send any and all future
distributions to which the Purchaser is entitled pursuant to the terms of the
Offer, in respect of tendered Units to the address specified in such form, and
(iv) to endorse any check payable to or upon the order of such Limited Partner
representing a distribution to which the Purchaser is entitled pursuant to the
terms of the Offer, in each case on behalf of the tendering Limited Partner. If
legal title to the Units is held through an IRA or KEOGH or similar account, the
Limited Partner understands that this Assignment of Partnership Interest must be
signed by the custodian of such IRA or KEOGH and the Limited Partner hereby
authorizes and directs the custodian of such IRA or KEOGH to confirm this
Assignment of Partnership Interest. This Power of Attorney shall not be affected
by the subsequent mental disability of the Limited Partner, and the Purchaser
shall not be required to post bond in any nature in connection with this Power
of Attorney. The Purchaser may assign such Power of Attorney to any person with
or without assigning the related Units with respect to which such Power of
Attorney was granted.
The undersigned hereby represents and warrants that the undersigned owns
the Units tendered hereby and has full power and authority to validly tender,
sell, assign and transfer the Units tendered hereby and that when the same are
accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, and such Units will not be
subject to any adverse claims and that the transfer and assignment contemplated
herein are in compliance with all applicable laws and regulations. The
undersigned further represents and warrants that the undersigned is a "United
States person," as defined in section 7701(a)(30) of the Internal Revenue Code
of 1986, as amended (the "Code"), or if the undersigned is not a United States
person, the undersigned does not own beneficially or of record more than 5% of
the outstanding Units. Upon request, the undersigned will execute and deliver
any additional documents deemed by the Depositary or the Purchaser to be
necessary or desirable to complete the assignment, transfer and purchase of
Units tendered hereby and otherwise in order to complete the transactions,
transfers and admissions to the Partnership contemplated herein.
The undersigned understands that a tender of Units pursuant to the
procedures described in Section 3 of the Offer to Purchase, the Amendment to the
Offer to Purchase and in the Instructions hereto will constitute a binding
agreement between the undersigned and the Purchaser upon the terms and subject
to the conditions of the Offer. All authority herein conferred or agreed to be
conferred shall survive the death or incapacity of the undersigned, and any
obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Except as
stated in the Offer, this tender is irrevocable.
The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase, the Purchaser may not be required to accept for payment
any of the Units tendered hereby. If any tendered Units are not purchased for
any reason, the Assignment of Partnership Interest shall be effective to
transfer to the Purchaser only that number of Units as is accepted and thereby
purchased by the Purchaser, and the Certificates (or, if necessary, new
certificates) representing such unpurchased Units shall be returned (if such
Certificates were tendered to the Purchaser).
Upon acceptance of Units by the Purchaser, the Purchaser agrees to be bound
by all of the terms and provisions of the Partnership Agreement.
<PAGE>
SIGN HERE TO TENDER YOUR UNITS
PLEASE BE SURE TO COMPLETE ALL APPLICABLE BLANKS
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By executing this document in the space provided below, the undersigned
hereby: (i) evidences the Limited Partner's agreement to and acceptance of all
of the terms, provisions and matters set forth in this Assignment of Partnership
Interest and in the Offer to Purchase and (ii) tenders the number of Units
specified below pursuant to the terms of the Offer. The undersigned hereby
acknowledges and certifies, under penalty of perjury, to all of the foregoing
and that the information and representations set forth below and provided in
Boxes A and B of this Assignment of Partnership Interest, which have been duly
completed by the undersigned, are true and correct as of the date hereof.
<TABLE>
<CAPTION>
<S> <C>
X________________________________________ Address:_____________________________________________
Signature of Limited Partner - Date
_________________________________________ _____________________________________________________
Printed Name of Limited Partner (Include Zip Code)
(The address provided above must be the registered address of the
X________________________________________ Limited Partner.)
Signature of Limited Partner - Date
Telephone (Day) (_____)_______________________________
_________________________________________
Printed Name of Limited Partner Telephone (Eve) (_____)________________________________
Capacity (Full Title):________________________ Total Number of Number of Units
Units Owned:______________ Tendered:_______________
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GUARANTEE OF SIGNATURE(S)
Authorized
Signature:_________________________________ Name of Eligible Institution:___________________________________
Name:____________________________________ Address:_____________________________________________
Date:_____________________________________ Telephone:(_____)_____________________________________
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</TABLE>
TAX CERTIFICATES
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BOX A
SUBSTITUTE FORM W-9
(See Instruction 4)
The person signing this Assignment of Partnership Interest hereby certifies
to the Purchaser under penalties of perjury:
Part 1 - The Taxpayer Identification Number (TIN) furnished in the space below
is the correct TIN of the Limited Partner;
TIN: ________________________________
Part 2 - If no TIN is provided in the space above and this box |_| is
checked, the Limited Partner has applied for a TIN, a TIN has not been issued to
the Limited Partner and either (i) the Limited Partner has mailed or delivered
an application to receive a TIN to the appropriate Internal Revenue Service
("IRS") Center or Social Security Administration office or (ii) the Limited
Partner intends to mail or deliver an application in the near future and it is
understood that if the Limited Partner does not provide a TIN to the Purchaser
within 60 days, 31% of all reportable payments made to the Limited Partner
thereafter will be withheld until a TIN is provided to the Purchaser; and
Part 3 - Unless this box |_| is checked, the Limited Partner is NOT subject
to backup withholding either because the Limited Partner (i) is exempt from
backholding, (ii) has not been notified by the IRS that the Limited Partner is
subject to backup withholding as a result of a failure to report all interest or
dividends or (iii) has been notified by the IRS that such Limited Partner is no
longer subject to backup withholding.
<PAGE>
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BOX B
FIRPTA AFFIDAVIT - CERTIFICATE OF NON-FOREIGN STATUS
Under Section 1445(c)(5) of the Code and Treas. Reg. 1.1445-IIT(d), a
transferee of a U.S. real property interest must withhold tax if the transferor
is a foreign person. To inform the Purchaser that no withholding is required
with respect to the Limited Partner's interest in the Partnership, the person
signing this Assignment of Partnership Interest hereby certifies the following
under penalties of perjury:
Part 1 - Unless this box |_| is checked, the Limited Partner is a U.S.
citizen or a resident alien for purposes of U.S. income taxation, and if not an
individual, is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Code and Income Tax
Regulations);
Part 2 - The name of the Limited Partner is _______________________________;
Part 3 - The Limited Partner's Social Security Number (for individuals) or
Employer Identification Number (for non-individuals) is _______________________;
and
Part 4 - The Limited Partner's home address (in the case of an individual)
or office address (in the case of an entity) is
_______________________________________________________________________________.
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<PAGE>
INSTRUCTIONS FOR COMPLETING
ASSIGNMENT OF PARTNERSHIP INTEREST
for
HIGH EQUITY PARTNERS L.P. -- SERIES 88
Forming Part of Terms and Conditions of the Offer
FOR ASSISTANCE IN COMPLETING THIS ASSIGNMENT OF PARTNERSHIP INTEREST,
PLEASE CALL: BEACON HILL PARTNERS, INC. AT (212) 843-8500 (COLLECT) OR (800)
301-8755 (TOLL FREE).
1. Delivery of Assignment of Partnership Interest. For convenience in
responding to the Offer, a pre-addressed envelope has been enclosed with the
Offer to Purchase. To ensure the Depository's receipt of the Assignment of
Partnership Interest along with any and all Certificates (if available), it is
suggested that you use an overnight courier or, if the Assignment of Partnership
Interest is to be delivered by United States mail, that you use certified or
registered mail, return receipt requested. The method of delivery of the
Assignment of Partnership Interest and all other required documents is at the
option and risk of the tendering Limited Partner and delivery will be deemed
made only when actually received by the Depositary. In all cases, sufficient
time should be allowed to assure timely delivery.
To be effective, a properly completed and duly executed original Assignment
of Partnership Interest along with any and all Certificates (if available), any
required signature guarantees and any other required documents must be received
by the Depository at one of its addresses set forth below prior to 12:00
Midnight, New York City time on Thursday, April 16, 1998, unless extended (the
"Expiration Date").
By Mail: HARRIS TRUST COMPANY OF NEW YORK
Wall Street Station
P.O. Box 1023
New York, New York 10268-1023
By Hand/Overnight Delivery: HARRIS TRUST COMPANY OF NEW YORK
Receive Window
Wall Street Plaza
88 Pine Street, 19th Floor
New York, New York 10005
To Confirm: (212) 701-7624
Please note that a tendering beneficial owner of Units whose Units are
owned of record by an IRA or other qualified plan will not receive direct
payment of the Purchase Price; rather, payment will be made to the custodian of
such account or plan.
2. Signatures on Assignment of Partnership Interest. If the Assignment of
Partnership Interest is signed by the registered holder(s) of the Units tendered
hereby, the signature(s) must correspond exactly with the name(s) as shown on
the records of the Partnership without alteration, enlargement or any change
whatsoever.
If the Assignment of Partnership Interest is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, agents, officers of corporations
or others acting in a fiduciary or representative capacity, such persons should
so indicate when signing, and proper evidence satisfactory to the Depositary and
the Purchaser of their authority so to act must be submitted (see Instruction
3). With respect to most trusts, generally only the signature of the named
trustee will be required. For Units held in a custodial account for minors, only
the signature of the custodian will be required.
For IRA custodial accounts, the beneficial owner should return the executed
Assignment of Partnership Interest to the Depository as specified in Instruction
1 herein. Such Assignment of Partnership Interest will then be forwarded by the
Depository to the custodian for additional execution. Such Assignment of
Partnership Interest will not be considered duly completed until after it has
been executed by the custodian.
If any tendered Units are registered in different names, it will be
necessary to complete, sign and submit as many separate Assignment of
Partnership Interests as there are different registrations of certificates.
All signatures on the Assignment of Partnership Interest must be medallion
guaranteed by a commercial bank, savings bank, credit union, savings and loan
association or trust company having an office, branch or agency in the United
States, a brokerage firm that is a member of a registered national securities
exchange or member of the National Association of Securities Dealers, Inc.
(each, an "Eligible Institution").
<PAGE>
3. Documentation Requirements. In addition to information required to be
completed on the Assignment of Partnership Interest, additional documentation
may be required by the Purchaser under certain circumstances including, but not
limited to those listed below. Questions on documentation should be directed to
Beacon Hill Partners, Inc. at (212) 843-8500 (collect) or (800) 301-8755 (toll
free).
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Deceased Owner (Joint Tenant) Certified copy of death certificate.
Deceased Owner (Others) Certified copy of death certificate
(See also Executor/Administrator/Guardian below).
Executor/Administrator/Guardian (a) Certified copies of court appointment documents for executor or administrator
dated within 60 days of the date of execution of the Assignment of Partnership
Interest; and
(b) Copy of applicable provisions of the will (title page, executor(s)' powers,
asset distribution); OR
(c) Certified copy of estate distribution documents.
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Attorney-In-Fact Current power of attorney.
Corporations/Partnerships Certified copy of corporate
resolution(s) (with raised corporate
seal) or other evidence of authority
to act. Partnerships should furnish
copy of their partnership agreement.
Trust/Pension Plans Copy of cover page of the
trust or pension plan, along with
copy of the section(s) setting forth
names and powers of trustee(s) and
any amendments to such sections or
appointment of successor trustee(s).
All signatures must be medallion
guaranteed.
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4. U.S. Persons. A limited Partner who or which is a United States citizen or
a resident alien individual, a domestic corporation, a domestic partnership, a
domestic trust or a domestic estate (collectively, "United States persons") as
those are defined in the Code and Income Tax Regulations, should follow the
instructions with respect to certifying Boxes A and B.
Taxpayer Identification Number. To avoid 31% federal income tax
withholding, the Limited Partner or other payee must provide the Depository with
the Limited Partner's correct TIN in the blanks provided for that purpose in
Boxes A and B. In the case of an individual person, such person's social
security number is his or her TIN.
WHEN DETERMINING THE TIN TO BE FURNISHED, PLEASE NOTE: Individual accounts
should reflect their own TIN; joint accounts should reflect the TIN of the
person whose name appears first; trust accounts should reflect the TIN assigned
to the Trust; custodial accounts for the benefit of minors should reflect the
TIN of the minor; corporations or other businesses should reflect the TIN
assigned to that entity.
Substitute Form W-9 - Box A. Each tendering Limited Partner is required to
provide the Depositary with a correct TIN on Substitute Form W-9 and to certify,
under penalties of perjury, that (i) the TIN provided on Substitute Form W-9 is
correct (or that such Limited Partner is awaiting a TIN) and (ii) the Limited
Partner either (a) is exempt from backup withholding, (b) has not been notified
by the IRS that the Limited Partner is subject to backup withholding as a result
of a failure to report all interest or dividends or (c) has been notified by the
IRS that the Limited Partner is no longer subject to backup withholding. Failure
to provide the information on the form may subject the tendering Limited Partner
to 31% federal income tax withholding on the payments made to the Limited
Partner or other payee with respect to Units purchased pursuant to the Offer.
The box in Box A, Part 2 of the form may be checked if the tendering
Limited Partner has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 2 is checked, backup
withholding, if applicable, will begin 7 days after the Depositary receives an
Awaiting TIN Certification and will continue until the Limited Partner's TIN is
provided to the Depositary. If within 60 days the Depositary receives the
Limited Partner's TIN on a new IRS Form W-9 or copy of the Substitute Form W-9
provided above, the Depositary will return amounts withheld through the date
such IRS Form W-9 or Substitute Form W-9 is received.
DO NOT CHECK THE BOX IN BOX A, PART 3 UNLESS YOU HAVE BEEN NOTIFIED BY THE
IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING.
FIRPTA Affidavit - Box B. To avoid potential withholding of tax pursuant to
Section 1445 of the Code in an amount equal to 10% of the purchase price for
Units purchased pursuant to the Offer, plus the amount of any liabilities of the
Partnership allocable to such Units, each Limited Partner who or which is a
United States person must complete the FIRPTA Affidavit stating, under penalties
of perjury, such Limited Partner's TIN and address, and that such Limited
Partner is not a foreign person. Tax withheld under Section 1445 of the Code is
not an additional tax. If withholding results in an overpayment of tax, a refund
may be obtained from the IRS. CHECK THE BOX IN BOX B, PART 1 ONLY IF YOU ARE NOT
A U.S. PERSON AS DESCRIBED THEREIN.
5. Foreign Persons. In order for a Limited Partner who is a foreign person
(i.e., not a United States person as defined in Instruction 4 above) to qualify
as exempt from 31% backup withholding, such foreign Limited Partner must
complete and deliver to the Depository, along with the Assignment of Partnership
Interest, Substitute Form W-8 which can be obtained from the Information Agent.
6. Conditional Tenders. No alternative, conditional or contingent tenders will
be accepted.
<PAGE>
7. Number of Units Tendered; Minimum Tenders; Partial Tenders. ASSIGNMENTS OF
PARTNERSHIP INTEREST WHICH HAVE BEEN DULY EXECUTED, BUT WHERE NO INDICATION IS
MARKED IN THE "NUMBER OF UNITS TENDERED" COLUMN IN THE SIGNATURE BOX, SHALL BE
DEEMED TO HAVE TENDERED ALL UNITS PURSUANT TO THE OFFER. ALL UNITS REPRESENTED
BY CERTIFICATES DELIVERED TO THE DEPOSITORY WILL BE DEEMED TO HAVE BEEN TENDERED
UNLESS OTHERWISE INDICATED. If fewer than all the Units evidenced by any
Certificate submitted are to be tendered, new Certificate(s) for the remainder
of the Units that were evidenced by the old Certificate(s) will be sent to the
tendering Limited Partner as soon as practicable after the expiration of the
Offer. A Limited Partner may tender any or all of the Units owned by that
Limited Partner, provided, however, in order for the transfer to be valid, a
minimum of 10 Units or, if Units are tendered by an IRA or KEOGH, 4 Units, must
be sold pursuant to the Offer and provided further that a Limited Partner must
sell all of his Units if he would otherwise retain less than 10 Units or, in the
case of an IRA or KEOGH, 4 Units (8 Units for residents of Iowa). No fractional
Units will be purchased (except from a Limited Partner who is tendering all of
the Units owned by that Limited Partner). All tendering Limited Partners, by
execution of the Assignment of Partnership Interest (or facsimile thereof),
waive any right to receive any notice of the acceptance of their Units for
payment.
8. Certificate(s). If available, Certificates representing tendered Units
should be sent to the Depositary along with a duly executed Assignment of
Partnership Interest. However, it is not necessary to enclose such Certificates
in order to make a valid tender.
9. Assignee Status. Assignees must provide documentation to the Depository
which demonstrates, to the satisfaction of the Purchaser, such person's status
as an assignee.
10. Validity of Assignment of Partnership Interest. All questions as to the
validity, form, eligibility (including time of receipt) and acceptance of
Assignment of Partnership Interest will be determined by the Purchaser and such
determination will be final and binding.
<PAGE>
The Purchaser's interpretation of the terms and conditions of the Offer
(including these Instructions for the Assignment of Partnership Interest) also
will be final and binding. The Purchaser will have the right to waive any
irregularities or conditions as to the manner of tendering. And any
irregularities in connection with tenders must be cured within such time as the
Purchaser shall determine unless waived by it.
The Assignment of Partnership Interest will not be valid unless and until
any irregularities have been cured or waived. Neither the Purchaser, the
Depository nor the Information Agent are under any duty to give notification of
any defects in an Assignment of Partnership Interest and will incur no liability
for failure to give such notification.
11. Requests for Assistance and Additional Copies. Questions or requests for
assistance may be directed to the Information Agent, Beacon Hill Partners, Inc.
at (212) 843-8500 (collect) or (800) 301-8755 (toll free). Copies of the Offer
to Purchase and the Assignment of Partnership Interest may be obtained from the
Information Agent by calling either number.
12. Inadequate Space. If the space provided herein is inadequate, additional
information may be provided on a separate schedule signed and attached hereto.
IMPORTANT: A PROPERLY COMPLETED AND DULY EXECUTED ASSIGNMENT OF PARTNERSHIP
INTEREST (ALONG WITH AND ANY AND ALL CERTIFICATES (IF AVAILABLE), AND ANY
REQUIRED SIGNATURE GUARANTEES AND ANY OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED
BY THE DEPOSITARY ON OR PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME ON THURSDAY,
APRIL 16, 1998, UNLESS EXTENDED.
IMPORTANT TAX INFORMATION
Under federal income tax law, in order to prevent backup withholding on
amounts payable to a Limited Partner whose tendered Units are accepted for
payment, such Limited Partner is required to provide the Depositary with such
Limited Partner's correct TIN on Substitute Form W-9 above or otherwise
establish a basis for exemption from backup withholding. If the Depositary is
not provided with the correct TIN, the Limited Partner or other payee may be
subject to penalties imposed by the IRS. In addition, payments that are made to
such Limited Partner or other payee with respect to Units purchased pursuant to
the Offer may be subject to backup withholding.
Certain Limited Partners (including, among others, all corporations and
certain foreign persons) are not subject to these backup withholding and
reporting requirements. Exempt Limited Partners should indicate their exempt
status on Substitute Form W-9. In order for a foreign person to qualify as an
exempt recipient, that Limited Partner must deliver to the Depositary a
Substitute Form W-8, signed under penalties of perjury, attesting to that
Limited Partner's exempt status.
If backup withholding applies, the Depositary is required to withhold 31%
of any reportable payments made to the Limited Partner or other payee. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
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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;
PURCHASE PRICE INCREASED
Mount Kisco, N.Y., April 2, 1998 - American Real Estate Partners, L.P. (NYSE:
ACP) announced today that its affiliate, Olympia Investors, L.P., a Delaware
limited partnership, has increased the purchase price in its offer (the "Offer")
to purchase up to approximately 40% of the outstanding Units of High Equity
Partners L.P. - Series 88 (the "Partnership") to $125.50 per Unit and extended
the expiration date of the Offer to 12:00 midnight, New York City time, on
Thursday, April 16, 1998. As of March 31, 1998, 1,802 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)
