-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AopzlaH6QB3nZZDfAsOS1CCYCCjCZypGqJec5Q/H2RVsgXlUvtKpGftdVw+8Rab9 LSHWW++dNFihFFmGOFy1qQ== 0000921749-98-000160.txt : 19980729 0000921749-98-000160.hdr.sgml : 19980729 ACCESSION NUMBER: 0000921749-98-000160 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980728 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED RESOURCES HIGH EQUITY PARTNERS SERIES 85 CENTRAL INDEX KEY: 0000730067 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133239107 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-51099 FILM NUMBER: 98672342 BUSINESS ADDRESS: STREET 1: 411 WEST PUTNAM AVE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: HIGH EQUITY PARTNERS SERIES 85 DATE OF NAME CHANGE: 19850626 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCES HIGH EQUITY PARTNERS DATE OF NAME CHANGE: 19850203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN REAL ESTATE HOLDINGS L P CENTRAL INDEX KEY: 0001034563 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133398767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD RD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 2129213340 MAIL ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MOUNT KISCO STATE: NY ZIP: 10153 SC 14D1/A 1 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. 10)* ------------------------- INTEGRATED RESOURCES HIGH EQUITY PARTNERS, SERIES 85 (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 II 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*: $5,700,000 Filing Fee: $1,140 - ----------------------------------------------------------------- *For purposes of calculating the filing fee only. This amount assumes the purchase of 60,000 Units of the subject company for $95.00 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: $3,040 (based upon prior transaction valuation of $15,200,000, calculated for purposes of the filing fee, assuming the purchase of 160,000 Units of the subject company for $95.00 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). SCHEDULE 14D-1 (Amendment No. 10) 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 32,078 ** 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 8.02% ** 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. SCHEDULE 14D-1 (Amendment No. 10) 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 32,078 ** 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 8.02% ** 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. SCHEDULE 14D-1 (Amendment No. 10) 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 32,078 ** 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 8.02% ** 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. SCHEDULE 14D-1 (Amendment No. 10) 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 32,078 ** 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 8.02% ** 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. SCHEDULE 14D-1 (Amendment No. 10) 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 33,735 ** 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 8.43% ** 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 1,657 Units owned by Longacre Corp., a Delaware corporation wholly-owned by Carl C. Icahn. SCHEDULE 14D-1 (Amendment No. 10) 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 92 ** 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. SCHEDULE 14D-1 (Amendment No. 10) CUSIP No. None 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Millenium Funding II 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 39,031 ** 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.8% ** 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. SCHEDULE 14D-1 (Amendment No. 10) 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 39,123 ** 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.8% ** 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. SCHEDULE 14D-1 (Amendment No. 10) 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 39,123 ** 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.8% ** 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. SCHEDULE 14D-1 (Amendment No. 10) 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 39,123 ** 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.8% ** 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. SCHEDULE 14D-1 (Amendment No. 10) 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 39,123 ** 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.8% ** 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. SCHEDULE 14D-1 (Amendment No. 10) 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 39,123 ** 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.8% ** 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. SCHEDULE 14D-1 (Amendment No. [11] [11] [12]) 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 39,123 ** 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.8% ** 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. SCHEDULE 14D-1 (Amendment No. 10) 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 39,123 ** 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.8% ** 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. SCHEDULE 14D-1 (Amendment No. 10) 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 39,123 ** 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.8% ** 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. AMENDMENT NO. 10 TO SCHEDULE 14D-1 This Amendment No. 10 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 and 9 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. 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 Integrated Resources High Equity Partners, Series 85, Schedule 14D-1 - Amendment No. 10] 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 II 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 Integrated Resources High Equity Partners, Series 85, Schedule 14D-1 - Amendment No. 10] EXHIBIT INDEX (a)(5) Press Release, dated July 28, 1998. EX-99 2 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) -----END PRIVACY-ENHANCED MESSAGE-----