-----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, U6H0s+d2Ay8blXp3L61GcoOpcQ97hFnCqnJcimeFfRGVhb+Fw9UHcYTzcrY+ROy6 SJO7GY4QSXYFMpO/wbGcGQ== 0000921749-98-000241.txt : 19981228 0000921749-98-000241.hdr.sgml : 19981228 ACCESSION NUMBER: 0000921749-98-000241 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981223 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 13D/A SEC ACT: SEC FILE NUMBER: 005-51099 FILM NUMBER: 98774458 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 13D/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 13D/A 1 AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934 Integrated Resources High Equity Partners, Series 85 (Name of Issuer) Units of Limited Partnership Interest (Title of Class of Securities) None (CUSIP Number) Bonnie D. Podolsky, Esq. Gordon Altman Butowsky Weitzen Shalov & Wein 114 West 47th Street, 20th Floor New York, New York 10036 (212) 626-0800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 21, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. None 1 NAME OF REPORTING PERSON Olympia Investors, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF;WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 15,421 Units 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 15,421 Units 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,421 Units 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.86% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. None 1 NAME OF REPORTING PERSON Olympia-GP, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 15,421 Units 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 15,421 Units 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,421 Units 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.86% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. None 1 NAME OF REPORTING PERSON American Real Estate Holdings, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 15,421 Units 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 15,421 Units 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,421 Units 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.86% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. None 1 NAME OF REPORTING PERSON American Property Investors, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 15,421 Units 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 15,421 Units 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,421 Units 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.86% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. None 1 NAME OF REPORTING PERSON Longacre Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 1,657 Units 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 1,657 Units 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,657 Units 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.41% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. None 1 NAME OF REPORTING PERSON Carl C. Icahn S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 8 SHARED VOTING POWER 17,078 Units ** 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 17,078 Units ** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,078 Units ** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.27% ** 14 TYPE OF REPORTING PERSON* IN ** Includes Units owned by Longacre Corp., a Delaware corporation wholly- owned by Carl C. Icahn. AMENDMENT NO. 1 to SCHEDULE 13D This Amendment No. 1 amends certain information contained in the Schedule 13D filed on August 5, 1998 by Olympia Investors, L.P. ("Olympia"), Olympia-GP, Inc., American Real Estate Holdings L.P. ("AREH"), American Property Investors, Inc., Longacre Corp. and Carl C. Icahn (collectively, the "Reporting Persons"), with respect to units of limited partnership interest ("Units") in Integrated Resources High Equity Partners, Series 85 (the "Issuer"). ITEM 4. PURPOSE OF TRANSACTION On December 21, 1998, Olympia sold 15,421 Units in the Issuer to Millenium Funding II Corp. for an aggregate purchase price of $1,570,937.27 pursuant to the terms of the Agreement dated March 6, 1998, among Olympia, AREH and Presidio Capital Corp. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5(a) is hereby amended to add the following: As of December 21, 1998, after giving effect to the sale transaction described in Item 4 above, the Reporting Persons beneficially owned 17,078 Units in the Issuer, representing approximately 4.27% of the Issuer's outstanding Units (based upon the 400,010 Units stated to be outstanding by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 16, 1998). Item 5(c) is hereby amended to add the following: The information set forth in Item 4 above is hereby incorporated by reference herein. Item 5(e) is hereby amended to add the following: On December 21, 1998, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Units. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The information set forth in Item 4 above is hereby incorporated by reference herein. 12/22/98;6:00 pm 31160/1100/SS/185047.1 SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 23, 1998 OLYMPIA INVESTORS, L.P. By: Olympia-GP, Inc., general partner By: /S/ HENRY J. GERARD Name: Henry J. Gerard Title: Vice President OLYMPIA, GP, INC. By: /S/ HENRY J. GERARD Name: Henry J. Gerard Title: Vice President AMERICAN REAL ESTATE HOLDINGS, L.P. BY: American Property Investors, Inc., general partner By: /S/ JOHN P. SALDARELLI Name: John P. Saldarelli Title: Vice President AMERICAN PROPERTY INVESTORS, INC. By: /S/ JOHN P. SALDARELLI Name: John P. Saldarelli Title: Vice President LONGACRE CORP. By: /S/ ROBERT J. MITCHELL Name: Robert J. Mitchell Title: Vice President CARL C. ICAHN By: /S/ THEODORE ALTMAN Theodore Altman, Attorney-In-Fact [Signature Page to Amendment No. 1 to Schedule 13D re: Integrated Resources High Equity Partners, Series 85] -----END PRIVACY-ENHANCED MESSAGE-----