-----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, PijVN4UYQORkycwuuFT+TL0YCeQ2oZUt4o4OSHlFgiWTWX4IIuejnpG0T/bnB4y1 oyEocDwvaoU2K9ZkF7unUw== 0000921749-98-000078.txt : 19980525 0000921749-98-000078.hdr.sgml : 19980525 ACCESSION NUMBER: 0000921749-98-000078 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980522 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: 98630408 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. 4)* ------------------------- 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 disclosure 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. 4) 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 N/A 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A 10 TYPE OF REPORTING PERSON (See Instructions) PN SCHEDULE 14D-1 (Amendment No. 4) 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 N/A 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A 10 TYPE OF REPORTING PERSON (See Instructions) CO SCHEDULE 14D-1 (Amendment No. 4) 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 N/A 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A 10 TYPE OF REPORTING PERSON (See Instructions) PN SCHEDULE 14D-1 (Amendment No. 4) 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 N/A 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A 10 TYPE OF REPORTING PERSON (See Instructions) CO SCHEDULE 14D-1 (Amendment No. 4) 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 1,657 Units 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 0.4% 10 TYPE OF REPORTING PERSON (See Instructions) IN SCHEDULE 14D-1 (Amendment No. 4) 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 SCHEDULE 14D-1 (Amendment No. 4) 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 38,432 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.6% 10 TYPE OF REPORTING PERSON (See Instructions) CO SCHEDULE 14D-1 (Amendment No. 4) 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 38,524 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.6% 10 TYPE OF REPORTING PERSON (See Instructions) HC SCHEDULE 14D-1 (Amendment No. 4) 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 38,524 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.6% 10 TYPE OF REPORTING PERSON (See Instructions) HC SCHEDULE 14D-1 (Amendment No. 4) 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 38,524 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.6% 10 TYPE OF REPORTING PERSON (See Instructions) OO SCHEDULE 14D-1 (Amendment No. 4) 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 38,524 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.6% 10 TYPE OF REPORTING PERSON (See Instructions) OO SCHEDULE 14D-1 (Amendment No. 4) 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 38,524 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.6% 10 TYPE OF REPORTING PERSON (See Instructions) OO SCHEDULE 14D-1 (Amendment No. 4) 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 38,524 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.6% 10 TYPE OF REPORTING PERSON (See Instructions) HC SCHEDULE 14D-1 (Amendment No. 4) 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 38,524 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.6% 10 TYPE OF REPORTING PERSON (See Instructions) IN SCHEDULE 14D-1 (Amendment No. 4) 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 38,524 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 9.6% 10 TYPE OF REPORTING PERSON (See Instructions) IN AMENDMENT NO. 4 TO SCHEDULE 14D-1 This Amendment No. 4 amends and s the Tender Offer Statement on Schedule 14D-1 originally filed with the U.S. Securities and Exchange Commission on March 12, 1998 (the "Schedule") by Olympia Investors, L.P., Olympia-GP Inc., American Real Estate Holdings, L.P., 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 May 22, 1998 (the "Amended Assignment"). Reference to the "Supplement" in this Amendment No. 4 shall mean the Supplement to the Offer to Purchase dated May 22, 1998 (the "Supplement"), which Supplement is filed herewith as Exhibit (a)(5). 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 offer by Olympia Investors, L.P., a Delaware limited partnership (the "Purchaser"), to purchase up to 60,000 of the issued and outstanding Units of Limited Partnership Interest ("Units") of the Partnership at a purchase price of $95.00 per Unit, net to the seller in cash (the "Purchase Price"), 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 the Offer to Purchase, the Amended Assignment and the Supplement. The Offer to Purchase was previously filed as Exhibit (a)(1) to this Schedule and the Amended Assignment and the Supplement are filed herewith as Exhibits (a)(7) and (a)(5), 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 2. Identity and Background. Item 2(a)-(d) is hereby amended to read in its entirety as follows: (a)-(d) The Purchaser is a Delaware limited partnership, the general partner of which is Olympia-GP Inc., a Delaware corporation which is wholly-owned by American Real Estate Holdings, L.P., a Delaware limited partnership ("AREH"), and the sole limited partner of which is AREH. The general partner of AREH is American Property Investors, Inc. ("API"), a Delaware corporation which is wholly-owned by Carl C. Icahn, and the sole limited partner of AREH is American Real Estate Partners, L.P., a Delaware limited partnership. This statement is also being filed by Millenium Funding Corp., a Delaware corporation ("MFC"), Millenium Funding II Corp., a Delaware corporation ("MFC II"), Presidio Capital Corp., a British Virgin Islands corporation ("Presidio"), Presidio Holding Company, LLC, a New York limited liability company ("PHC"), NorthStar Presidio Management Company, LLC, a Delaware limited liability company ("NP Management"), NorthStar Operating, LLC, a Delaware limited liability company ("NorthStar"), NorthStar Capital Partners, LLC, a Delaware limited liability company ("NCP"), NorthStar Capital Holdings I, LLC, a Delaware limited liability company ("NCHI"), W. Edward Scheetz and David Hamamoto (collectively, the "Presidio Bidders"), with respect to the Units beneficially owned by the Presidio Bidders. Each of MFC and MFC II is a direct or indirect wholly-owned subsidiary of Presidio. The principal business and office address of each of MFC and MFC II is 411 West Putnam Avenue, Greenwich, CT 06830, and of Presidio is c/o Hemisphere Management Limited, 9 Church Street, Hamilton HM DX, Bermuda. PHC, which holds approximately 67.7% of the outstanding shares of Presidio, is a New York limited liability company whose principal business and office address is 527 Madison Avenue, 17th Floor, New York, New York 10022. The members of PHC are NorthStar, which holds a 99% interest in PHC, and Polaris Operating, LLC ("Polaris"), which holds a 1% interest. NorthStar and Polaris also own 99% and 1%, respectively, of NP Management, whose principal business and office address is 411 West Putnam Avenue, Suite 270, Greenwich, Connecticut 06830. Each of NorthStar and Polaris is a Delaware limited liability company whose principal business and office address is 527 Madison Avenue, 17th Floor, New York, New York 10022. Polaris has two members, NorthStar, which holds a 99% interest, and Sextant Operating Corp., a Delaware corporation ("Sextant"), which holds a 1% interest. The principal business and office address of Sextant is 527 Madison Avenue, 17th Floor, New York, New York 10022. NorthStar has two members, NCP, which holds a 99% interest, and NCHI, which holds a 1% interest. Each of NCP and NCHI is a Delaware limited liability company whose principal business and office address is 527 Madison Avenue, 17th Floor, New York, New York 10022. The members of NCP are NCHI, which holds a 74.75% interest, and NorthStar Capital Holdings II, LLC, a Delaware limited liability company ("NCHII"), which holds a 25.25% interest. The principal business and office address of NCHII is 527 Madison Avenue, 17th Floor, New York, New York 10022. NCHI has two members, W. Edward Sheetz and David Hamamoto, each of whom holds a 50% interest. Mr. Scheetz and Mr. Hamamoto are each U.S. citizens whose business address is 527 Madison Avenue, 17th Floor, New York, New York 10022. For certain information concerning Presidio and the executive officers and directors of MFC, MFC II, Presidio, PHC, NP Management, Polaris, Sextant, NorthStar, NCP, NCHI and NCHII, see Schedule I of the Supplement. None of the Presidio Bidders nor, to the best of each Presidio Bidder's knowledge, any person listed on Schedule I has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The information set forth in Section 10 ("Information Concerning the Purchaser and Certain Affiliates of the Purchaser") of the Offer to Purchase, as amended and supplemented by the Supplement and Schedule I thereto, and Schedule I of the Offer to Purchase is incorporated herein by reference. Item 3. Past Contacts, Transactions or Negotiations with the Subject Company. Item 3 is hereby amended to read in its entirety as follows: (a) None. (b) The information set forth in Section 8 ("Future Plans of the Purchaser") and Section 12 ("Background of the Offer") of the Offer to Purchase, as amended and supplemented by the Supplement, including Schedule I thereto, 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 information set forth in Section 11 ("Source of Funds") of the Offer to Purchase, as amended and supplemented by the Supplement, is incorporated herein by reference. Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder. Item 5(a)-(c) is hereby amended to read in its entirety as follows: (a)-(c) The information set forth in Section 8 ("Future Plans of the Purchaser") of the Offer to Purchase, as amended and supplemented by the Supplement, including Schedule III thereto, is incorporated herein by reference. Item 6. Interest in Securities of the Subject Company. Item 6 (a)-(b) is hereby amended to read in its entirety as follows: (a)-(b) The information set forth in the Introduction and Section 10 ("Information Concerning the Purchaser and Certain Affiliates of the Purchaser") of the Offer to Purchase, as amended and supplemented by the Supplement, including Schedule II thereto, is incorporated herein by reference. Item 7. Contracts, Arrangements, Understandings or Relationships with Respect to the Subject Company's Securities. Item 7 is hereby amended to read in its entirety: The information set forth in Section 12 ("Background of the Offer") of the Offer to Purchase, as amended and supplemented by the Supplement, including Schedule II thereto, is incorporated herein by reference. Item 10. Additional Information. Item 10(f) is hereby amended to read in its entirety as follows: (f) Reference is hereby made to the Offer to Purchase, which was previously filed as Exhibit (a)(1) to this Schedule, and the Supplement, including the Schedules thereto, and the Amended Assignment, which are filed herewith as Exhibits (a)(5) and (a)(7), 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) Supplement to Offer to Purchase dated May 22, 1998. (a)(6) Amendment No. 1, dated May 20, 1998, to Agreement dated March 6, 1998, among the Purchaser AREH and Presidio. (a)(7) Assignment of Partnership Interest, as amended through May 22, 1998. (a)(8) Cover Letter dated May __, 1998 from Olympia Investors, L.P. to the holders of the Units. (a)(9) Power of Attorney dated May 20, 1998 from Carl C. Icahn to Theodore Altman. 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: May 22, 1998 OLYMPIA INVESTORS, L.P. OLYMPIA GP-INC. By: OLYMPIA GP-INC., its general partner By: /s/ Martin Hirsch --------------------- Name: Martin Hirsch Title: Vice President By: /s/ Martin Hirsch ----------------------- Name: Martin Hirsch Title: Vice President AMERICAN REAL ESTATE HOLDINGS, L.P. By: AMERICAN PROPERTY INVESTORS, INC., its general partner By: /s/ Martin Hirsch ----------------------- Name: Martin Hirsch Title: Vice President AMERICAN PROPERTY INVESTORS, INC. By: /s/ Martin Hirsch ----------------------- Name: Martin 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, Amd. No. 4] 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: May 22, 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/ Allan B. Rothschild --------------------- --------------------- Name: Allan B. Rothschild Name: Allan B. Rothschild Title: Authorized Signatory Title: Authorized Signatory NORTHSTAR PRESIDIO MANAGEMENT NORTHSTAR OPERATING, LLC COMPANY, LLC By: /s/ Allan B. Rothschild By: /s/ Allan B. Rothschild --------------------- --------------------- Name: Allan B. Rothschild Name: Allan B. Rothschild Title: Authorized Signatory Title: Authorized Signatory NORTHSTAR CAPITAL PARTNERS, LLC NORTHSTAR CAPITAL HOLDINGS I, LLC By: /s/ Allan B. Rothschild By: /s/ Allan B. Rothschild --------------------- --------------------- Name: Allan B. Rothschild Name: Allan B. Rothschild 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. 4] EXHIBIT INDEX Exhibit Number Description - ------- ----------- (a)(5) Supplement to Offer to Purchase dated May 22, 1998. (a)(6) Amendment No. 1, dated May 20, 1998 to Agreement dated March 6, 1998, among the Purchasers, AREH and Presidio. (a)(7) Assignment of Partnership Interest, as amended through May 22, 1998. (a)(8) Cover Letter dated May ___, 1998 from Olympia Investors, L.P. to the holders of the Units. (a)(9) Power of Attorney dated May 20, 1998 from Carl C. Icahn to Theodore Altman. EX-99 2 Exhibit (a)(5) SUPPLEMENT TO THE OFFER TO PURCHASE FOR CASH UP TO 160,000 UNITS OF LIMITED PARTNERSHIP INTEREST IN INTEGRATED RESOURCES HIGH EQUITY PARTNERS, SERIES 85 FOR $95.00 NET PER UNIT BY OLYMPIA INVESTORS, L.P. THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON ------ , JUNE ------ , 1998, UNLESS THE OFFER IS EXTENDED. Olympia Investors, L.P., a Delaware limited partnership (the "Purchaser"), hereby supplements and amends its offer to purchase up to 160,000 units of limited partnership interest (the "Units") in Integrated Resources High Equity Partners, Series 85 (the "Partnership"), upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase dated March 12, 1998, as supplemented and amended by this Supplement dated May 22, 1998 (as it may be further supplemented or amended from time to time, the "Offer to Purchase") and in the related Assignment of Partnership Interest, including the Instructions thereto (as it may be supplemented or amended from time to time, the "Assignment of Partnership Interest", which, collectively with the Offer to Purchase, constitutes the "Offer"). Capitalized terms used but not otherwise defined in this Supplement shall have the meanings set forth in the Offer to Purchase. 1. All references in the Offer to Purchase to the number of Units sought are hereby amended to reduce such number from 160,000 Units to 60,000 Units. The last sentence of the first paragraph on the front cover page of the Offer to Purchase is hereby amended and supplemented to read in its entirety as follows: The 60,000 Units sought pursuant to the Offer represent approximately 15% of the total Units outstanding as of March 31, 1998. 2. The second paragraph on the front cover page of the Offer to Purchase and the second paragraph of the "Introduction" to the Offer to Purchase are each hereby amended and supplemented to read in their entirety as follows: The Purchaser is not affiliated with Resources High Equity, Inc., Resources Capital Corp. or Presidio AGP Corp., the general partners of the Partnership (the "General Partners"). However, the Purchaser has entered into an agreement (the "Agreement") with Presidio Capital Corp. ("Presidio"), which indirectly owns all of the issued and outstanding capital stock of the General Partners, pursuant to which, among other things and subject to the terms and conditions set forth therein: (i) the Purchaser has granted Presidio the right to purchase 50% of the Units acquired by the Purchaser pursuant to the Offer and the Purchaser's offers for Units of two related limited partnerships (the "Related Partnerships"); (ii) either party can initiate buy/sell procedures pursuant to which the non-initiating party would be required to elect either to buy certain Units from the initiating party or to sell certain Units to the initiating party; (iii) the Purchaser and its affiliates have agreed that, prior to the Standstill Expiration Date (generally defined to mean March 6, 2001, although such date may occur earlier than March 6, 2001 upon the occurrence of certain events described in the Agreement)they will not: seek the removal of the General Partners, call any meeting of limited partners or seek to control the management, policies or affairs of the Partnership or the Related Partnerships, effect any business combination or other extraordinary transaction with the Partnership, any Related Partnership or their general partners, acquire Units other than pursuant to the Offers or acquire properties or assets of the Partnership or any Related Partnership; (iv) the Purchaser and its affiliates have agreed, prior to the Standstill Expiration Date, to vote their Units in favor of a proposal, if any, by the General Partners that would result in Limited Partners receiving securities that are listed on NASDAQ or a national securities exchange; and (v) Presidio has agreed to cause the general partners of the Partnership and the Related Partnerships to cooperate to facilitate the Offers. Section 12 ("Background of the Offers") contains a more detailed description of the Agreement. As a result of the Agreement, Presidio, W. Edward Scheetz, David Hamamoto and NorthStar Capital Partners (who directly or indirectly control Presidio), Millenium Funding Corp., Millenium Funding II Corp., Presidio Holding Company, LLC, NorthStar Presidio Management Company, LLC, NorthStar Operating, LLC and NorthStar Capital Holdings I, LLC (collectively, the "Presidio Bidders"), may be deemed to be "co-bidders" with the Purchaser. 3. The text of the second bullet point on the inside front cover page of the Offer to Purchase and the second bullet point under the heading "Some Factors To Be Considered By Limited Partners" in the Introduction to the Offer to Purchase are each hereby amended and supplemented to read in their entirety as follows: The Purchase Price of $95.00 per Unit is approximately 60.7% of the Purchaser's estimate of the net asset value per Unit of $156.50 and approximately 63.6% of the Purchaser's estimate of liquidation value per Unit of $149.41 (each of which amounts includes $14.65 per Unit that the General Partners have disclosed they estimate would be required to be paid by them to Limited Partners upon liquidation of the Partnership). See Section 13 ("Purchase Price Considerations"). Schedule III to this Supplement contains information regarding the General Partners' calculation of Revised Deemed Net Asset Value Per Unit ($141.85 per Unit) and the May 1998 appraisals of the Partnership's properties on which such calculation is based. 4. The second sentence of the first paragraph of Section 1 ("Terms of the Offer; Expiration Date; Proration") of the Offer to Purchase is hereby amended and supplemented to read in its entirety as follows: For purposes of the Offer, the term "Expiration Date" shall mean 12:00 midnight, New York City time, on _________, June __, 1998, unless the Purchaser in its sole discretion shall have extended the period of time for which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as extended by the Purchaser, shall expire. 5. Section 3 ("Procedure for Tendering Units") of the Offer to Purchase is hereby supplemented and amended by adding the following at the end of the paragraph entitled "Valid Tender": Anything herein to the contrary notwithstanding, Limited Partners should furnish Certificates evidencing tendered Units to the Depositary only if available. It is not necessary to furnish such Certificates in order for your tender to be valid. 6. Section 8 ("Future Plans of the Purchaser") of the Offer to Purchase is hereby supplemented and amended by adding the following at the end of such Section: The Presidio Bidders have furnished the Purchaser with the following information regarding their plans with respect to the Partnership: The General Partners are actively considering a variety of plans to enhance the value and liquidity of the Units. The plans have included possible conversion of the Partnership into an actively traded real estate investment trust (a "Reorganization Plan"). Although the terms of a Reorganization Plan have not been defined, it is the present intention of the General Partners that, if a Reorganization is effected, the fees to them and their affiliates from the Partnership would not increase from their existing level (see Schedule I), and their equity interest in the Partnership as general partners would not increase from the existing level. The trading price for the securities that would be issued in exchange for the Units could be more or less than the trading price currently available in the secondary market. A Reorganization Plan would require as a condition to its consummation, among other things, the approval by holders of a majority of the outstanding Units. There can be no assurance a Reorganization Plan, or any other plan, will actually be proposed by the General Partners, or, if proposed, will be approved by holders of a majority of the outstanding Units or consummated. However, if a Reorganization Plan is proposed by the General Partners, the General Partners expect that they and their affiliates would vote all Units they own at the time in its favor, and that the Purchaser and its affiliates would vote all Units they own at the time in its favor. At present, the General Partners and their affiliates beneficially own, in the aggregate, 9.8% of the outstanding Units, and the Purchaser has advised that it and its affiliates beneficially own, in the aggregate, 0.4% of the outstanding Units. If the Purchaser acquires a substantial number of Units in the Offer, the likelihood of approval of a Reorganization Plan, if proposed, would be enhanced. Except as set forth herein, the Presidio Bidders do not have any present plans or proposals which relate to or would result in an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Partnership; a sale or transfer of a material amount of the Partnership's assets; any change in composition of the Partnership's senior management or personnel or their compensation; any changes in the Partnership's present capitalization or distribution policy; or any other material change in the Partnership's structure or business. 7. Section 9 ("Certain Information Concerning the Partnership") is hereby supplemented and amended by adding the following at the end of such Section: On April 15, and May 15, 1998, respectively, the Partnership filed with the Commission its Annual Report on Form 10-K for the year ended December 31, 1997 (the "1997 Form 10-K") and its Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 (the "March 31 Form 10-Q"). The information set forth below has been excerpted from the 1997 Form 10-K and the March 31 Form 10-Q. More comprehensive financial and other information is included in the 1997 Form 10-K, the March 31 Form 10-Q and other documents filed by the Partnership with the Commission, and the information set forth below is qualified in its entirety by reference to the 1997 Form 10-K, the March 31 Form 10-Q and such other documents and all the financial information and related notes contained therein. The 1997 Form 10-K reports that, as of and for the year ended December 31, 1997, the Partnership had: Revenues of $9,021,378; Net Income of $2,134,659; Net Income Per Unit of $5.07; Distributions Per Unit of $3.57; and Total Assets of $39,600,417. The March 31 Form 10-Q reports that, as of and for the quarter ended March 31, 1998, the Partnership had: Revenues of $2,590,545; Net Income of $924,461; Net Income Per Unit of $2.20; Distributions Per Unit of $0.94; and Total Assets of $40,378,335. 8. The heading to Section 10 to the Offer to Purchase is hereby supplemented and amended to read as follows: SECTION 10. INFORMATION CONCERNING THE PURCHASER, PRESIDIO AND THEIR AFFILIATES and the text of Section 10 is hereby supplemented and amended to add the following at the end of such Section: For certain information furnished by the Presidio Bidders concerning Presidio and certain of its affiliates, and the executive officers and directors of Presidio and such affiliates, see Schedule I to this Supplement. Schedule II to this Supplement contains information furnished by the Presidio Bidders about the beneficial ownership of Units by Presidio and its affiliates, as well as transactions in Units effected by them since December 31, 1995. Except as otherwise set forth in Schedule II to this Supplement, (i) neither Presidio, to the best of Presidio's knowledge, the persons or entities identified on Schedule I nor any affiliate of the foregoing beneficially owns or has a right to acquire any Units; (ii) neither Presidio, to the best of Presidio's knowledge, the persons or entities identified on Schedule I nor any affiliate of the foregoing, or any director, executive officer or subsidiary of any of the foregoing, has effected any transaction in the Units within the past 60 days; (iii) neither Presidio, to the best of Presidio's knowledge, any of the persons or entities identified on Schedule I, nor any director or executive officer of any of the foregoing, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Partnership, including, but not limited to, contracts, arrangements, understandings or relationships concerning the transfer or voting thereof, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies; (iv) there have been no transactions or business relationships that would be required to be disclosed under the rules and regulations of the Commission between Presidio or, to the best of Presidio's knowledge, the persons or entities identified on Schedule I, on the one hand, and the Partnership or its other affiliates, on the other hand; and (v) there have been no contracts, negotiations or transactions between Presidio or, to the best of Presidio's knowledge, the persons or entities identified on Schedule I, on the one hand, and the Partnership or its other affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets. The General Partners of the Partnership have furnished Unitholders with a Schedule 14D-9, as amended on May 21, 1998 (as amended, the "Schedule 14D-9"), which states that the General Partners are expressing no opinion and are remaining neutral with respect to the Offer. Schedule III to this Supplement sets forth information in Item 4 to the Schedule 14D-9, which sets forth certain factors the General Partners believe Unitholders should consider in deciding whether to accept or reject the Offer. 9. The first sentence of Section 11 ("Source of Funds") of the Offer to Purchase is hereby amended and supplemented to read in its entirety as follows: The Purchaser expects that approximately $5,700,000 (exclusive of fees and expenses) will be required to purchase 60,000 Units, if tendered. 10. Section 12 ("Background of the Offer") of the Offer to Purchase is hereby amended and supplemented by deleting the last sentence of the third paragraph and adding the following in lieu thereof: The Partnership obtained new appraisals of its properties in May 1998 (the "May 1998 Appraisal Information"), although such appraisals have not been furnished to the Purchaser. On May 20, 1998, the Purchaser, AREH and Presidio amended the Agreement to provide for cross-indemnification agreements by AREH and Presidio with respect to liabilities relating to information provided concerning themselves and their respective affiliates who are co-bidders in connection with the Offer and offers for Units of the Related Partnerships. 11. Section 13 ("Purchase Price Considerations") of the Offer to Purchase is hereby amended and supplemented as follows: a. The following is added after the table in the third paragraph of said Section: According to THE PARTNERSHIP SPECTRUM, for the two months ended March 31, 1998, a total of 1,998 Units traded at per Unit prices between $60.00 and $95.25 per Unit with a weighted average of $80.95 per Unit. Based upon information reported by THE PARTNERSHIP SPECTRUM, the weighted average price per Unit for the six months ended March 31, 1998 was $76.26. b. The fourth paragraph of said Section is amended to read in its entirety as follows: Paragraph 1 Schedule III to this Supplement discloses that the General Partners estimate the "Revised Net Asset Value Per Unit" to be $141.85. Paragraph 1 states that Revised Net Asset Value Per Unit was determined based upon the May 1998 Appraisal Information and takes into account the other assets and liabilities of the Partnership reflected on the Partnership's March 31, 1998 balance sheet. c. The following sentence is added in lieu of the last sentence of the fifth paragraph of said Section: Additional information concerning statements made by the general partners of the Partnership concerning their plans for the Partnership is set forth in Item 6 of this Supplement and in Schedule III hereto. d. The sixth and seventh paragraphs of said Section are amended and restated to read in their entirety as follows: The Purchase Price represents 60.7% of the Purchaser's estimate of net asset value per Unit ("NAV Estimate") and 63.6% of the Purchaser's estimate of liquidation value per Unit. NAV ESTIMATE. The Purchaser's NAV Estimate equals the sum of (i) the amount that the Limited Partners would receive in connection with a hypothetical sale of all of the Partnership's properties at their estimated aggregate value (based upon the May 1998 Appraisal Information which is described in Schedule III to this Supplement)); (ii) the Partnership's net current assets as of March 31, 1998; and (iii) an additional $5,860,952 (the "Clawback Amount"), which is the General Partners' estimate of the amount that the Partnership Agreement would require the General Partners to pay to the Limited Partners if the Partnership were liquidated now and realized the values for its properties reflected in the May 1998 Appraisal Information. The Purchaser's NAV Estimate does not take into account: (i) real estate transaction costs that would be incurred on a sale of the Partnership's properties, such as brokerage commissions and other selling and closing expenses; (ii) timing considerations; or (iii) costs associated with winding up the Partnership. The disclosure set forth herein with respect to the May 1998 Appraisal Information has been derived from information furnished by the Presidio Bidders for inclusion in this Supplement and the Schedules hereto and information publicly filed by the Partnership. Although the Purchaser has no information that any statements contained herein based upon such May 1998 Appraisal Information or information publicly filed by the Partnership are untrue, the Purchaser cannot take responsibility for the accuracy or completeness of the May 1998 Appraisal Information or such other information. e. The second, third and fourth paragraphs following the caption "NAV Estimate" in said Section are deleted in their entirety. f. The first two sentences of the paragraph immediately following the caption "Liquidation Value" in said Section are amended to read in their entirety as follows: In estimating liquidation value per Unit, the Purchaser adjusted its NAV Estimate by deducting a reserve equal to 5% of such NAV Estimate (net of the Clawback Amount), which represents the Purchaser's estimate of the costs of brokerage commissions, title costs, legal fees, real estate transfer taxes and other disposition expenses (but does not include any estimate of the costs of conducting a consent solicitation in order to obtain the Limited Partners' approval for property sales, as may be required by the Partnership Agreement, or of the costs of winding up the Partnership, because of the difficulty of estimating those amounts). The result of $149.41 per Unit represents the Purchaser's estimate of the aggregate net liquidating proceeds payable to Limited Partners (before provision for the costs described in the parenthetical to the preceding sentence) that could be realized in an orderly liquidation of the Partnership, based on the assumptions implicit in the calculations describe above. 12. The second sentence of the introductory paragraph of Section 14 ("Conditions of the Offer") of the Offer to Purchase is hereby amended and supplemented to read in its entirety as follows: Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw the Offer at any time before the Expiration Date, the Purchaser will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate or amend the Offer as to such Units if, at any time on or after the date of the Offer and before the Expiration Date any of the following conditions exists: Olympia Investors, L.P. May 22, 1998 SCHEDULE I PRESIDIO The Partnership is one of a series of three public partnerships (the "HEP Partnerships") that invested in unleveraged commercial real estate in the period 1985-1989. Subsidiaries of Presidio serve as general partners and hold a 5.0% interest in each of the HEP Partnerships. The HEP Partnerships and their general partners are subject to a class action lawsuit alleging, among other things, that the general partners caused a waste of the HEP Partnerships' assets by collecting management fees in lieu of pursuing a strategy to maximize the value of the investments owned by the limited partners; that the general partners breached their duty of loyalty and due care to the limited partners by expropriating management fees without trying to run the HEP Partnerships for the purposes for which they are intended; that the general partners are acting improperly to enrich themselves in their position of control over the HEP Partnerships and that their actions prevent non-affiliated entities from making and completing tender offers to purchase outstanding units of limited partnership interest; that by refusing to seek the sale of the HEP Partnerships' properties, the general partners have diminished the value of the limited partners' equity in the HEP Partnerships; that the general partners have taken heavily overvalued partnership asset management fees; and that units of limited partnership interest were sold and marketed through the use of false and misleading statements. The HEP Partnerships and their general partners believe that each of the claims asserted is meritless and intend to continue vigorously to defend the action. See Schedule III. Presidio and its subsidiaries are managed by NorthStar Presidio Management Company, LLC ("NP Management") pursuant to a management agreement dated as of November 4, 1997 (the "Presidio Management Agreement"). Under the Presidio Management Agreement, NP Management oversees the day-to-day management of Presidio, and has full discretion and authority, without the need for any subsequent approval of the board of directors or shareholders of Presidio, or any subsidiary, except as expressly required by Presidio's organization instruments, or otherwise required by law, to manage Presidio's assets in such manner as NP Management considers appropriate, subject to certain restrictions. Presidio has agreed to pay NP Management a monthly fee of $100,000 in consideration for its services under the Presidio Management Agreement. NP Management is required to render its management services at its own expense. Presidio is responsible for all other expenses relating to its assets, including, without limitation, services of attorneys, accountants, consultants and other third party professionals, and other operating expenses, and must periodically reimburse NP Management for any such expenses advanced by NP Management. Under the Presidio Management Agreement, Presidio has agreed to indemnify NP Management and its affiliates and their respective officers, directors, partners, employees and agents (including, without limitation, persons serving as officers of Presidio) from losses, provided, among other things, that such losses resulted from (i) a mistake of judgment or action or inaction taken by such person in connection with NP Management's duties under the Presidio Management Agreement honestly and in good faith that such person reasonably believed to be in the best interest of Presidio or (ii) the negligence, dishonesty or bad faith of any agent selected by such person with reasonable care on behalf of Presidio. Presidio and two of its non-U.S. subsidiaries, Presidio GP Corp. and Presidio LP Corp. (collectively, the "BVI Group"), have each entered into administration agreements (the "Hemisphere Administration Agreements") with Hemisphere Management (Cayman) Limited ("Hemisphere"), pursuant to which Hemisphere acts as the BVI Group's offshore administrator. Pursuant to the Hemisphere Administration Agreements, Hemisphere shall, among other things, (i) provide office facilities, personnel and accommodations required by the BVI Group in the Cayman Islands; (ii) communicate with shareholders and the general public on the BVI Group's behalf; (iii) maintain corporate books and records and a shareholder register; (iv) call and hold all meetings of shareholders and directors; (v) disburse all necessary payments on behalf of the BVI Group; and (vi) accept subscriptions for shares and make redemptions and repurchases of shares, in each case subject to the provisions of the Memorandum and Articles of the respective companies within the BVI Group and under the supervision of their respective directors and officers. In consideration for such services, Hemisphere receives a fee of $36,000 per annum from Presidio and $4,000 from each of Presidio GP Corp. and Presidio LP Corp. (subject to annual review and reduction in certain circumstances) and reimbursement of its out-of-pocket expenditures. The Hemisphere Administration Agreements are effective for successive one-year terms, unless and until terminated by either party on 30 days' written notice to the other party, or upon written notice of the occurrence of any breach and a failure to cure such breach within 10 days thereafter. The following table sets forth certain information known to Presidio with respect to beneficial ownership of Presidio as of March 11, 1998 (unless otherwise noted) by: (i) each person who beneficially owns 5% or more of the Presido; (ii) the executive officers of Presidio; (iii) each of Presidio's directors; and (iv) all directors and executive officers as a group. To the knowledge of Presidio, each such shareholder has sole voting and investment power as to the shares shown (unless otherwise noted). All the outstanding shares of Presidio are owned by Presidio Capital Investment Company, LLC ("PCIC"), a Delaware limited liability company. The interests in PCIC (and beneficial ownership in Presidio) are held as follows: Percentage Ownership in PCIC and Percentage Beneficial Ownership Name of Beneficial Owner in Presidio ------------------------ ----------- Five Percent Holders: - -------------------- Presidio Holding Company, LLC (1) 71.93% AG Presidio Investors, LLC (2) 14.12% DK Presidio Investors, LLC (3) 8.45% Stonehill Partners, L.P. (4) 5.50% The holdings of the directors and executive officers of Presidio are as follows: Percentage Ownership in PCIC and Percentage Beneficial Ownership Name of Beneficial Owner in Presidio ------------------------ ----------- Directors and Executive Officers: - -------------------------------- Adam Anhang (5) 0% Marc Gordon (5) 0% David Hamamoto (5) 71.93% Charles Humber (5) 0% David King (5) 0% Gregory Peck (5) 0% Kevin Reardon (5) 0% Allan Rothschild (5) 0% Richard Sabella (5)(6) 0% Lawrence Schachter (5) 0% W. Edward Scheetz (5) 71.93% Directors and executive officers as a group (11 individuals) 71.93% (1) Presidio Holding Company, LLC ("PHC") is a New York limited liability company that has two members, Polaris Operating LLC ("Polaris"), which holds a 1% interest, and NorthStar Operating, LLC ("NorthStar"), which holds a 99% interest. Polaris is a Delaware limited liability company that has two members, Sextant Operating Corp. ("Sextant"), which holds a 1% interest, and NorthStar, which holds a 99% interest. Sextant is a Delaware corporation whose sole shareholder is NorthStar. NorthStar is a Delaware limited liability company that has two members, NorthStar Capital Partners ("NCP"), which holds a 99% interest, and NorthStar Capital Holdings, I, LLC ("NCHI"), which holds a 1% interest. Both NCP and NCHI are Delaware limited liability companies. NCP has two members, NCHI, which holds a 74.75% interest, and NorthStar Capital Holdings II, LLC ("NCHII"), which holds a 25.25% interest. NCHII has three members, NCHI, which holds a 99% interest, Edward Scheetz, who holds a 0.5% interest, and David Hamamoto, who holds a 0.5% interest. Mr. Scheetz and Mr. Hamamoto are U.S. citizens and founding members of NCP. NCHI has two members, Mr. Scheetz and Mr. Hamamoto, each of whom holds a 50% interest. The business address of each of PHC, Polaris, NorthStar, Sextant, NCP, NCHI, NCHII, Mr. Scheetz and Mr. Hamamoto is 527 Madison Avenue, 16th Floor, New York, New York 10022. Pursuant to an amended and restated pledge and security agreement (the "Pledge Agreement") dated March 5, 1998 made by PHC in favor of Credit Suisse First Boston Mortgage Capital LLC ("CSFB"), PHC pledged all its membership interests in PCIC to CSFB as security for loans issued under a loan agreement dated as of February 20, 1998 by and among PHC and CSFB, as amended March 5, 1998 (the "Loan Agreement"). The Pledge Agreement and Loan Agreement contain standard default and event of default provisions, which may at a subsequent date result in a change of control of PCIC and, therefore, Presidio. (2) Each of Angelo, Gordon & Co., L.P., as sole manager of AG Presidio Investors, LLC, and John M. Angelo and Michael L. Gordon, as general partners of the general partner of Angelo, Gordon & Co., L.P., may be deemed to own beneficially the securities beneficially owned by AG Presidio Investors, LLC. Each of John M. Angelo and Michael L. Gordon disclaims such beneficial ownership. The business address for such persons is c/o Angelo, Gordon & Co., L.P., 245 Park Avenue, 26th Floor, New York, New York 10167. (3) M.H. Davidson & Company, as sole manager of DK Presidio Investors, LLC, may be deemed to own beneficially the securities beneficially owned by DK Presidio Investors, LLC. The business address for such persons is c/o M.H. Davidson & Company, 885 Third Avenue, New York, New York 10022. (4) Includes shares of PCIC beneficially owned by Stonehill Offshore Partners Limited and Stonehill Partners, L.P. John A. Motulsky is a managing general partner of Stonehill Partners, L.P., a managing member of the investment advisor to Stonehill Offshore Partners Limited and a general partner of Stonehill Institutional Partners L.P. Mr. Motulsky disclaims beneficial ownership of the shares held by these entities. The business address for such persons is c/o Stonehill Investment Corporation, 110 East 59th Street, New York, New York 10022. (5) The business address for such person is 527 Madison Avenue, 16th Floor, New York, New York 10022. (6) Under his employment agreement, Mr. Sabella was granted options to purchase up to 2% of the shares of Presidio, subject to certain adjustments, which options vest ratably over a 24-month period and may be taken instead by a cash payment equivalent to the difference between the option price and the fair market value of the shares. None of the options has been exercised. THE EXECUTIVE OFFICERS AND DIRECTORS OF PRESIDIO, PHC, NP MANAGEMENT, POLARIS, SEXTANT, NORTHSTAR, NCP, NCHI AND NCHII Set forth below is the name and present principal occupation of each director and executive officer of Presidio, PHC, NP Management, Polaris, Sextant, NorthStar, NCP, NCHI and NCHII. Each person listed below is a citizen of the United States, and his current business address is 527 Madison Avenue, 17th Floor, New York, New York 10022, except for Allan B. Rothschild and Lawrence R. Schachter, whose current business address is 411 West Putnam Avenue, Greenwich, Connecticut 06830. Richard Sabella has been president and a director of Presidio since November 1997. In addition, Mr. Sabella has been president and chief executive officer of PHC and NP Management and secretary of Polaris, Sextant, NorthStar, NCP and NCHI since November 1997. Previously, Mr. Sabella had been the head of real estate and a partner at the law firm of Cahill, Gordon & Reindel. Mr. Sabella has also been associated with the law firms of Milgrim, Thomajian, Jacobs & Lee, P.C. and Cravath, Swaine & Moore. David King has been executive vice president, assistant treasurer and a director of Presidio since November 1997. In addition, Mr. King has been chief operating officer of PHC, NP Management, Polaris, Sextant, NorthStar, NCP and NCHI since November 1997. Previously, Mr. King had been a senior vice president of finance at Olympia & York Companies (USA). Prior to joining Olympia & York, Mr. King worked for Bankers Trust Company in its real estate finance group. Adam Anhang has been a vice president of Presidio since November 1997. Previously, Mr. Anhang had worked for the Athena Group's Russia and Former Soviet Union development team since 1996. Mr. Anhang graduated from the University of Pennsylvania's Wharton School of Business with a B.S. in economics with concentrations in finance and real estate. Charles Humber has been a vice president of Presidio since November 1997. Previously, Mr. Humber had worked for the Real Estate Investment Banking Group of Merrill Lynch & Co. Inc. since 1996. Mr. Humber graduated from Brown University with a B.A. in international relations and organizational behavior and management. Marc Gordon has been a vice president of Presidio since November 1997. Previously, Mr. Gordon had been a vice president in the Real Estate Investment Banking Group at Merrill Lynch & Co. Inc., where he executed corporate finance and strategic transactions for public and private real estate ownership companies, including REIT's, real estate service companies, and real estate intensive operating companies. Prior to joining Merrill Lynch, Mr. Gordon was in the Real Estate and Banking Group at the law firm of Irell & Manella. Mr. Gordon graduated from Dartmouth College with an A.B. in economics and also holds a J.D. from the UCLA School of Law. Kevin Reardon has been a vice president of Presidio since November, 1997. In addition, Mr. Reardon has been chief financial officer of PHC, NP Management, Polaris, Sextant, NorthStar, NCP and NCHI, and the sole director of Sextant, since November 1997. Previously, Mr. Reardon had held the position of controller at Lazard Freres & Co. LLC Real Estate Investors since 1996. Prior to joining Lazard Freres, Mr. Reardon was the Director of Finance in charge of European expansion at the law firm of Dewey Ballantine LLP from 1993 to 1996. Mr. Reardon, who is a certified public accountant, graduated from Fordham University with a B.S. in accounting. Gregory Peck has been assistant secretary of Presidio since November 1997. Previously, Mr. Peck had worked for Morgan Stanley Realty Estate Funds and Morgan Stanley & Co. Inc.'s Real Estate Investment Banking group from 1996 to 1997. Prior to joining Morgan Stanley, Mr. Peck worked for Lazard Freres & Co. LLC in the Real Estate Investment Banking group from 1994 to 1996. Mr. Peck graduated from Columbia College with an A.B. in mathematics and A.B. in economics. Allan B. Rothschild has been an executive vice president and the general counsel of Presidio since November 1997. Previously, Mr. Rothschild had been senior vice president and general counsel of Newkirk Limited Partnership, where he managed a large portfolio of net-leased real estate assets. Prior to joining Newkirk, Mr. Rothschild was associated with the law firm of Proskauer Rose LLP in its real estate group. Lawrence R. Schachter has been senior vice president and chief financial officer of Presidio since January 1998. Previously, Mr. Schachter had held the position of Controller at CB Commercial/Hampshire, LLC since 1996. Prior to that, Mr. Schachter was Controller at Goodrich Associates in 1996, and at Greenthal/Harlan Realty Services Co. from 1992 to 1995. Mr. Schachter, who is a certified public accountant, graduated from Miami University (Ohio). W. Edward Scheetz co-founded NCP in July 1997 and has been a director of Presidio since November 1997. In addition, Mr. Scheetz has been an executive vice president of PHC, NP Management, Polaris, Sextant, NorthStar, NCP and NCHI since November 1997. Previously, Mr. Scheetz had been a partner at Apollo Real Estate Advisors L.P. since 1993. From 1989 to 1993, Mr. Scheetz was a principal with Trammell Crow Ventures. David Hamamoto co-founded NCP in July 1997 and has been a director of Presidio since November 1997. In addition, Mr. Hamamoto has been an executive vice president of PHC, NP Management, Polaris, Sextant, NorthStar, NCP and NCHI since November 1997. Previously, Mr. Hamamoto had been a partner and co-head of the Real Estate Principal Investment Area at Goldman, Sachs & Co., where he initiated the effort to build a real estate principal investment business in 1988 under the auspices of the Whitehall Funds. CONTRACTS, AGREEMENTS, ARRANGEMENTS, UNDERSTANDINGS, AND ACTUAL OR POTENTIAL CONFLICTS OF INTEREST, BETWEEN PRESIDIO AND ITS AFFILIATES (OTHER THAN THE PARTNERSHIP) AND THE PARTNERSHIP (b) (i) The general partners responsible for management of the Partnership's business are Resources High Equity, Inc. and Presidio AGP Corp., each a Delaware corporation (collectively, the "General Partners"). Except as described below, there are no material contracts, agreements, arrangements or understandings or any actual or potential conflicts of interest between the General Partners or their affiliates and the Partnership, its executive officers, directors or affiliates. The Partnership has a property management services agreement with Resources Supervisory Management Corp. ("Resources Supervisory"), an affiliate of the General Partners, to perform certain functions relating to the management of the properties of the Partnership. A portion of the property management fees are paid to unaffiliated management companies, which perform certain management functions for certain properties. For the years ended December 31,1997, 1996 and 1995, Resources Supervisory was entitled to $350,490, $327,759 and $303,936, respectively, of which $196,300, $191,956 and $161,137, respectively, was paid to unaffiliated management companies. For the administration of the Partnership, Resources High Equity Inc., the Managing General Partner, received $150,000 for each of the years ended December 31, 1997, 1996 and 1995. For managing the affairs of the Partnership, Resources High Equity Inc. received a partnership asset management fee of $908,172 for each of the years ended December 31, 1997, 1996 and 1995. The General Partners have been allocated 5% of the net income (losses) of the Partnership, which amounted to $106,733, $106,736 and ($931,247) for the years ended December 31, 1997, 1996 and 1995, respectively, and received $75,160, $50,528 and $50,528 as its 5% share of distributions for such respective periods. During 1997, Wexford Management LLC, formerly an affiliate of the General Partners, received expense reimbursements of $42,000 for performing administrative services for the Partnership. Under the Partnership's partnership agreement, if the compensation paid to the General Partners and their affiliates over the term of the Partnership exceeds certain maximum amounts determined by formula under the partnership agreement, then, in connection with the liquidation of the Partnership, the General Partners are obligated to repay such excess to the limited partners. Although such amount can only be determined at the time of liquidation (which is not required for a number of years), it is estimated that, if the Partnership were liquidated now and realized the appraised values set forth in Schedule III, the General Partners would be obligated to pay $5,860,952 to the limited partners. However, such amount could be reduced in connection with future Partnership operations. Through ownership of an aggregate of 39,123 Units (i.e., 9.8% of the outstanding Units) by affiliates of the General Partners (excluding Units affiliates of the General Partners may acquire from the Purchaser, as described in the Offer to Purchase, the potential liability of the General Partners is effectively reduced. The General Partners are subject to certain conflicts of interest in connection with the Offer. Under the agreement with the Purchaser described in the Offer to Purchase, an affiliate of the General Partners has agreed, among other things, to cooperate, and to cause the General Partners to cooperate, to facilitate the Offer and to take a neutral stance with respect to the Offer. In addition, the partnership agreement provides that, without the concurrence of the General Partners, a majority in interest of the limited partners may vote to remove the General Partners or amend the partnership agreement (including amending certain fees and compensation payable or authorized to be payable to the General Partners or their affiliates); the ownership of a large block of Units by any person increases the likelihood the General Partners may be removed or the partnership agreement may be amended, should that person become a limited partner or otherwise acquire the voting rights of a limited partner. In addition, since the property management arrangements between affiliates of the General Partners and the Partnership are terminable, removal of the General Partners or the amendment of the partnership agreement could result in a reduction of management fee income from the Partnership to such affiliates. If a large number of Units are tendered pursuant to the Offer, the likelihood of such removal or amendment could increase. However, as described in The Offer to Purchase, the Purchaser has agreed, among other things, (i) subject to certain terms and conditions, to permit an affiliate of the General Partners to purchase Units the Purchaser acquires in the Offer and (ii) not to acquire Units, other than in the Offer, or take certain other action for approximately three years. Accordingly, during that three-year period, the Purchaser will not be in a position unilaterally to remove the General Partners or amend the partnership agreement, and if affiliates of the General Partners acquire Units from the Purchaser that the Purchaser acquires in the Offer, it may become increasingly difficult for any other party to acquire a large block of Units and affect management of the Partnership. SCHEDULE II (a) Except as set forth below, neither the Partnership nor the General Partners have effected any transactions in the Units during the past 60 days. Except as set forth below, the General Partners are not aware of any transactions in the Units during the past 60 days by any of its executive officers directors, affiliates or subsidiaries. At present, affiliates of the General Partners beneficially own an aggregate of 39,123 Units, or 9.8% of the outstanding Units, all of which are owned directly by wholly-owned subsidiaries of Presidio. (b) Neither the General Partners nor, to the knowledge of the General Partners, any of their executive officers, directors, affiliates or subsidiaries intend to tender Units owned by them to the Purchaser pursuant to the Offer. Since April 1996, wholly-owned subsidiaries of Presidio, of which the General Partners are themselves wholly-owned subsidiaries, purchased the numbers of Units set forth below at the prices indicated. Each transaction was effected in a brokerage transaction, except for the transactions on April 19, 1996, April 22, 1996, May 15, 1996, October 21, 1996, October 30, 1996, December 3, 1996, January 6, 1997, January 14, 1997, December 9, 1997 and February 5, 1998, which were privately negotiated transactions. Date Number of Units Price Per Unit Aggregate Price ---- --------------- -------------- --------------- 4/19/96 4 $40.00 $ 160.00 4/22/96 8 40.00 320.00 5/15/96 80 50.00 4,000.00 7/16/96 80 54.99 4,399.20 7/17/96 108 53.27 5,753.50 7/31/96 270 55.00 14,850.00 7/31/96 140 55.85 7,819.20 8/6/96 646 52.17 33,703.40 8/9/96 300 59.67 17,900.00 8/20/96 40 59.00 2,360.00 8/30/96 24 58.00 1,392.00 10/9/96 120 58.00 6,960.00 10/21/96 12,393 67.00 830,331.00 10/30/96 815 67.00 54,605.00 10/30/96 98 53.59 5,251.90 12/2/96 434 61.50 26,691.00 12/3/96 284 72.63 20,628.00 1/3/97 1,300 61.50 79,950.00 Date Number of Units Price Per Unit Aggregate Price ---- --------------- -------------- --------------- 1/6/97 339 79.55 26,966.00 1/14/97 383 62.32 23,868.00 2/19/97 248 61.50 15,252.00 2/26/97 586 58.87 34,500.00 3/12/97 273 58.00 15,834.00 3/25/97 250 58.37 14,593.40 4/1/97 247 59.72 14,749.98 4/21/97 461 60.48 27,878.98 6/2/97 456 60.48 27,576.60 6/19/97 629 61.95 38,966.55 7/2/97 456 60.47 27,576.25 8/4/97 614 63.08 38,730.20 8/28/97 40 61.50 2,460.00 11/18/97 260 87.00 22,620.00 11/24/97 100 88.50 8,850.00 12/1/97 200 89.00 17,800.00 12/1/97 34 89.00 3,026.00 12/5/97 60 89.00 5,340.00 12/8/97 78 90.00 7,020.00 12/8/97 24 90.00 2,160.00 12/8/97 20 89.00 1,780.00 12/9/97 2,630 85.00 223,550.00 12/12/97 20 88.00 1,760.00 1/2/98 40 89.00 3,560.00 1/2/98 112 84.05 9,413.60 1/2/98 260 88.00 22,880.00 1/9/98 206 84.56 17,419.88 1/9/98 200 89.00 17,800.00 1/9/98 40 89.00 3,560.00 Date Number of Units Price Per Unit Aggregate Price ---- --------------- -------------- --------------- 1/26/98 17 83.99 1,427.87 1/28/98 261 84.56 22,070.16 1/28/98 186 84.56 15,728.63 2/2/98 40 85.00 3,400.00 2/2/98 100 86.04 8,604.00 2/5/98 11,317 110.00 1,244,870.00 2/6/98 145 84.56 12,261.56 2/11/98 193 84.56 16,320.56 2/16/98 294 84.56 24,861.38 2/16/98 100 84.56 8,456.25 2/17/98 60 82.52 4,951.00 Of the Units listed above, the 11,317 Units purchased on February 5, 1998 at a price of $110.00 per Unit were purchased at a price in excess of the Purchase Price in the Offer. All of the foregoing purchases of Units were for investment purposes and with a view to making a profit. SCHEDULE III (a) The General Partners are expressing no opinion and are remaining neutral with respect to the Offer. (b) In May 1998, the Partnership obtained new appraisals of the Partnership's properties (the "New Appraisal Information"), which reflect appraised values that average approximately 10% greater than those in the appraisal information the General Partners obtained in the summer of 1997. The purchase price being offered by the Purchaser is 33% less than $141.85, which is an amount (the "Revised Deemed Net Asset Value Per Unit") equal to (i) the sum of the appraised value of the limited partners' share of the Partnership's real estate assets (based on the New Appraisal Information) plus the Partnership's net current assets at March 31, 1998 (based on the Partnership's balance sheet at that date), divided by (ii) the number of outstanding Units at March 31, 1998. However, the Offer provides Unitholders with the immediate opportunity to liquidate their investment in the Partnership at a price that generally exceeds recent secondary market selling prices for Units. Certain Unitholders may find that 33% discount acceptable, if they want the certainty of an immediate cash purchase in exchange for their Units. Other Unitholders who do not want immediate cash, however, may prefer to continue to retain their investment in the Partnership and potentially receive a greater amount for their Units. Because of differing motivations Unitholders may have, the General Partners are not making a recommendation and are remaining neutral with respect to the Offer. See Item 3(b)(i) in the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the Securities and Exchange Commission on March 25, 1998 (the "Original Schedule 14D-9") regarding certain conflicts of interest to which the General Partners are subject. Although the General Partners are not making a recommendation with respect to the Offer, the General Partners believe Unitholders should consider, among others, the following factors in deciding whether to accept or reject the Offer: 1. Although the value of the Units is not certain and there is no established public trading market for the Units, the Revised Deemed Net Asset Value Per Unit estimated by the General Partners is $141.85, compared with the $95.00 per Unit price in the Offer. The Revised Deemed Net Asset Value Per Unit was determined based on independent third party appraisals obtained by the Partnerships in May 1998, and take into account the other assets and liabilities of the Partnership reflected on the Partnership's March 31, 1998 balance sheet. The Revised Deemed Net Asset Value Per Unit does not necessarily reflect the amount a Unitholder would receive if the Partnership were liquidated, and does not take into account transaction costs relating to the sale of the Partnership's properties, which would reduce the amounts available for distribution. There can be no assurance that the actual value of a Unit was not more or less than the Revised Deemed Net Asset Value Per Unit, or that the value of a Unit will not increase or decrease. The New Appraisal Information was obtained in connection with the General Partners' consideration of a possible settlement of the California Action (as defined in paragraph 12 below). The following table sets forth the market value of each of the Partnership's properties as specified in the New Appraisal Information. (In the case of joint venture investments, the value represents the Partnership's proportionate interest in the joint venture. There is no discount to reflect the fact that certain real estate in which the Partnership has an interest is held by joint ventures with affiliated partnerships in which the Partnership itself does not have a controlling interest or the unilateral power to effect a sale of the entire property.) Value of Aggregate Percentage of Partnership's Appraised Interest of Property Interest Value Partnership Westbrook Mall Shopping Center(1) $ 1,750,000 $ 1,750,000 100.000% Southport Shopping Center 19,700,000 19,700,000 100.000 Loch Raven Plaza 8,400,000 8,400,000 100.000 Century Park I 9,500,000 19,000,000 50.000 568 Broadway 12,066,750 31,000,000 38.925 Seattle Tower 5,150,000 10,300,000 50.000 TOTAL $56,566,750 $90,150,000 - ---------------------- (1) The Partnership has entered into a contract to sell its interest in this property for $1,700,000. The purchaser is conducting a due diligence review of the property, and there is no assurance the transaction will close. The sum of the appraised value of the Partnership's real estate plus the Partnership's net current assets at March 31, 1998 equals $59,726,257, or $141.85 per Unit. 2. Secondary market sales activity for the Units, including privately negotiated sales, has been limited. At present, privately negotiated sales and sales through intermediaries (e.g., through the trading system operated by American Partnership Board, Inc., which publishes sell offers by holders of Units) are the only means available to a Unitholder to liquidate an investment in Units (other than the Offer and other possible tender offers) because the Units are not listed or traded on any exchange or quoted on any NASDAQ list or system. According to Partnership Spectrum, an independent industry publication, between December 1, 1997 and January 31, 1998, there were 1,201 Units traded in the secondary market between a high of $81.11 per Unit and a low of $58.00 per Unit, with a weighted average price of $66.30 per Unit. Such prices do not take into account commissions and other transactional costs payable by sellers of Units (which typically range between 8% and 10% of the reported selling price). In addition, such prices do not reflect the $83.99 and $84.56 prices per Unit paid by an affiliate of the General Partners in late January 1998, or the $110.00 per Unit paid by an affiliate of the General Partners in mid-February 1998. See Item 6 below. 3. Four tender offers for Units have occurred since 1996. Each offer has been for fewer than 5% of the outstanding Units. The offer prices have been $30.00 per Unit (in a June 1996 tender offer), $35.00 per Unit (in a November 1996 tender offer), $51.00 per Unit (in a February 1997 tender offer) and $75.00 per Unit (in a December 1997 tender offer). These tender offers have afforded only a modest amount of liquidity to limited partners, and, in each case, the General Partners have recommended that limited partners reject the offer. 4. During 1996 and 1997, affiliates of the General Partners purchased from Elm Investors LLC ("Elm"), in privately negotiated transactions, for an aggregate of $1,179,948, an aggregate of 16,834 Units (i.e., an average price of $70.09 per Unit) the General Partners believe Elm had acquired, at least in part, pursuant to tender offers in June and November 1996, in which Elm had offered to purchase fewer than 5% of the outstanding Units for $30.00 per Unit and $35.00 per Unit, respectively. These purchases of Units were for investment purposes and with a view to making a profit. See the preceding paragraph and Item 6 below. 5. In March 1997, KB Realty Advisors, Inc. ("KB") made an offer, subject to a number of conditions, to purchase all the real estate assets of all three Partnerships for $141,000,000 in the aggregate. If the offer by KB had been accepted and the Partnerships had received the $141,000,000, the General Partners estimate that the Partnership's share of that amount would have been $41,805,263, and, after payment of taxes and other expenses required to be borne by the Partnership under the KB offer (estimated at 2% of the purchase price), the General Partners estimate that the net proceeds of the transaction that would have been allocable to the Partnerships' limited partners would have been $38,920,674, or $97.30 per Unit. If, following such a transaction, the Partnership had been liquidated, and the $5,860,952 the General Partners estimate would have been payable by them to the limited partners (see Item (b)(i) in Schedule I above) (the "Excess Fee Amount") had been paid, the General Partners estimate that the limited partners would have received $118.02 per Unit (including amounts relating to the limited partners' share of the other net assets of the Partnership). By comparison, the per Unit price in the Offer is $95.00, and the sum of the Revised Deemed Net Asset Value Per Unit plus the per Unit value of the Excess Fee Amount is $156.50. 6. The General Partners are actively considering a variety of plans to enhance the value and liquidity of the Units. The plans have included possible conversion of the Partnership into an actively traded real estate investment trust (a "Reorganization Plan"). Although the terms of a Reorganization Plan have not been defined, it is the present intention of the General Partners that, if a Reorganization is effected, the fees to them and their affiliates from the Partnership would not increase from their existing level (see Item 3(b)(i) in the Original Schedule 14D-9), and their equity interest in the Partnership as general partners would not increase from the existing level. The trading price for the securities that would be issued in exchange for the Units could be more or less than the trading price currently available in the secondary market. A Reorganization Plan would require as a condition to its consummation, among other things, the approval by holders of a majority of the outstanding Units. There can be no assurance a Reorganization Plan, or any other plan, will actually be proposed by the General Partners, or, if proposed, will be approved by holders of a majority of the outstanding Units or consummated. However, if a Reorganization Plan is proposed by the General Partners, the General partners expect that they and their affiliates would vote all Units they own at the time in its favor, and that the Purchaser and its affiliates would vote all Units they own at the time in its favor. At present, the General Partners and their affiliates beneficially own, in the aggregate, 9.8% of the outstanding Units, and the Purchaser has advised that it and its affiliates beneficially own, in the aggregate, 0.4% of the outstanding Units. If the Purchaser acquires a substantial number of Units in the Offer, the likelihood of approval of a Reorganization Plan, if proposed, would be enhanced. 7. Unitholders who tender their Units will be giving up the opportunity to participate in any potential benefits represented by ownership of such Units, including participation in possible future tender offers by the Purchaser or its affiliates, possible distributions by the Partnership, possible appreciation in the value of the Units and participation in any reorganization of the Partnership, including a Reorganization Plan, or resolution or disposition of the litigation described in paragraph 10 below. 8. The agreement among the Purchaser and affiliates of the General Partners described in Item 3 in the Original Schedule 14D-9 (which has been amended to provide for indemnification by the parties for information concerning themselves and their respective affiliates in connection with the Offer and the offers for units of the other HEP Partnerships) creates certain conflicts of interest for the General Partners with respect to the Offer. 9. Unitholders could, as an alternative to tendering their Units, propose a variety of possible actions, including liquidation of the Partnership or removal and replacement of the General Partners. 10. Depending upon the number of Units tendered pursuant to the Offer and whether the Purchaser or its affiliates, on the one hand, or affiliates of the General Partners, on the other hand, acquire Units from the other pursuant to the agreement described in Item 3 in the Original Schedule 14D-9, the Purchaser or its affiliates, on the one hand, or the General Partners or their affiliates, on the other hand, could be in a stronger position to influence significantly all Partnership decisions on which Unitholders may vote, including decisions regarding removal of the General Partners, merger, sales of assets and liquidation. Accordingly, (i) non-tendering Unitholders could be prevented from taking action they desire that the Purchaser or the General Partners, as the case may be, oppose, and (ii) the Purchaser or the General Partners, as the case may be, may be able to take action opposed by non-tendering Unitholders. 11. Pursuant to the partnership agreement, transfers of Units that would cause a termination of the Partnership for federal income tax purposes (which may occur when 50% or more of the Units are transferred in a 12-month period) are not permitted. Depending upon the number of Units tendered pursuant to the Offer, sales of Units on the secondary market for the 12-month period following completion of the Offer may be limited. The Partnership will not process a request for transfer of Units during that 12-month period, if the General Partners believe the transfer may cause a tax termination. In determining the number of Units subject to the Offer, the parties to the agreement described in Item 3 in the Original Schedule 14D-9 took this restriction into account to permit historical levels of transfers to occur after consummation of the Offer without violating this restriction. 12. In May 1993, limited partners in the Partnerships commenced a class action (the "California Action") on behalf of all investors against the HEP General Partners and certain related persons and entities asserting various claims arising from alleged mismanagement of the Partnerships. On November 30, 1995, the original plaintiffs and intervening plaintiffs filed a consolidated class and derivative action complaint (the "Consolidated Complaint") alleging various state law class and derivative claims, including claims for breach of fiduciary duty; breach of contract; unfair and fraudulent business practices under California Bus. & Prof. Code ss. 17200; negligence; dissolution, accounting, receivership and removal of general partner; fraud; and negligent misrepresentation. The Consolidated Complaint alleges, among other things, that the HEP General Partners caused a waste of the Partnerships' assets by collecting management fees in lieu of pursuing a strategy to maximize the value of the investments owned by the investors in the Partnerships, that the HEP General Partners breached their duty of loyalty and due care to the investors by expropriating management fees from the Partnerships without trying to run the Partnerships for the purposes for which they were intended; that the HEP General Partners were acting improperly to entrench themselves in their position of control over the Partnerships and that their actions prevented non-affiliated entities from making and completing tender offers to purchase HEP Units; that, by refusing to seek the sale of the Partnerships' properties, the HEP General Partners diminished the value of the investors' equity in the Partnerships; that the HEP General Partners took heavily overvalued asset management fees; and that HEP Units were sold and marketed through the use of false and misleading statements. In early 1996, the parties submitted a proposed settlement to the court (the "Proposed Settlement"), which contemplated a reorganization of the three Partnerships into a single real estate investment trust, pursuant to which approximately 85% of the shares of the real estate investment trust would have been allocated to investors in the aggregate (assuming each of the Partnerships participated in the reorganization) and approximately 15% of the shares would have been allocated to the HEP General Partners. As a consequence, the Proposed Settlement would, among other things, have approximately tripled the HEP General Partners' equity interests in the Partnerships. In late 1996, the California Department of Corporations informed the Court of its conclusion that the Proposed Settlement was unfair, and, in early 1997, the Court declined to grant final approval of the Proposed Settlement because the Court was not persuaded that the Proposed Settlement was fair, adequate or reasonable as to the proposed class. As set forth in Item 6 above, although the General Partners are actively considering a variety of plans to enhance the value and liquidity of the Units, including a possible Reorganization Plan, the terms of a Reorganization Plan have not been defined. Nonetheless, it is the present intention of the General Partners that, if a Reorganization Plan were to be pursued, (a) the fees to them and their affiliates would not increase from their existing level, and (b) unlike the Proposed Settlement, which would, among other things, have approximately tripled the HEP General Partners' equity interests, their equity interests as general partners would not increase from the existing level. The plaintiffs have filed an amended complaint, which generally asserts the same claims as the earlier Consolidated Complaint but contains more detailed factual assertions and eliminates some claims they had previously asserted. The HEP General Partners believe that the amended complaint was subject to challenge on legal grounds and filed demurrers and a motion to strike. In October 1997, the Court granted substantial portions of the HEP General Partners' motions. Thereafter, the HEP General Partners served answers denying the allegations and asserting numerous defenses. The plaintiffs and the HEP General Partners recently have engaged in discussions relating to a possible settlement of the California Action, including discussions regarding a possible tender offer by the Partnership or the General Partners or their affiliates for Units at a price that may exceed the price in the Offer. There can be no assurance the parties will enter into a settlement agreement, or that the court will approve any such settlement agreement. The HEP General Partners believe each of the claims asserted is meritless and intend to continue vigorously to defend the California Action. The partnership agreement provides for indemnification of the General Partner and their affiliates in certain circumstances. The Partnership has agreed to reimburse the General Partners for the actual costs incurred in defending the California Action and the costs of preparing settlement materials. Through December 31, 1997, the General Partners had billed the Partnership a total of $1,034,510 for these costs, of which $824,510 was paid in February 1997. EX-99 3 Exhibit (a)(6) Amendment No. 1 to Agreement dated March 6, 1998 This Amendment No. 1 (the "Amendment"), dated as of May 20, 1998, amends the agreement, dated March 6, 1998 (the "Agreement"), among Presidio Capital Corp., a corporation organized in the British Virgin Islands ("Presidio"), American Real Estate Holdings, L.P., a Delaware limited partnership ("AREH") and Olympia Investors, L.P., a Delaware limited partnership ("Olympia"). Capitalized terms used herein and not otherwise defined will have the meanings ascribed to them in the Agreement. In response to comments received from the Staff of the Commission on April 2, 1998 relating to the Schedule 14D-1's filed by Olympia, AREH and certain of their affiliates (collectively, the "Olympia Bidders") relating to the Offers, Presidio and certain of its affiliates (collectively, the "Presidio Bidders") and the Olympia Bidders propose to file amendments to the Schedule 14D-1's pursuant to which, among other things, the Presidio Bidders will be added as co-bidders. For purposes of this Amendment, the Schedule 14D-1's, as amended as described in the preceding sentence and as the same may be further amended from time to time, are hereinafter referred to as the "Amended Schedule 14D-1's. The parties agree as follows: 1. The following paragraph is hereby added as Section 8.12 to the Agreement: "8.12 AREH shall indemnify and hold harmless the Presidio Bidders, and Presidio shall indemnify and hold harmless the Olympia Bidders, against any loss, claim, damage or liability, or any action in respect thereof (including the reasonable fees and expenses of counsel) to which the Presidio Bidders or the Olympia Bidders, as the case may be, may become subject, insofar as such loss, claim, damage, liability or action arises out of or is based upon any violation of the Williams Act, any untrue statement of a material fact included in the Amended Schedules 14D-1 or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that any such loss, claim, damage, liability or action is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made in reliance upon and in conformity with information furnished by the Olympia Bidders or the Presidio Bidders, as the case may be, relating to themselves, their affiliates and associates (including without limitation information relating to their respective future plans with respect to the Partnerships, including any "roll up" transaction (within the meaning of Item 901 of Regulation S-K promulgated by the Commission under the Exchange Act) that they or their affiliates may propose in the future involving one or more Partnerships, their purpose for acquiring Units and analysis of the valuation of the Units) for inclusion in such Amended Schedules 14D-1. Information pertaining to the business and operations of the Partnerships, Partnership historical financial information, the trading history of the Units and the description of this agreement and any amendments hereto will not be deemed to have been furnished by the Olympia Bidders or the Presidio Bidders for purposes of this Section 8.12. Without limiting the generality of the foregoing, Presidio shall indemnify and hold harmless the Olympia Bidders against any loss, claim, damage or liability or any action in respect thereof (including the reasonable fees and expenses of counsel) to which the Olympia Bidders may become subject, insofar as such loss, claim, damage, liability or action arises out of or is based upon any failure of the Amended Schedules 14D-1 to comply with the requirements of Section 14(h) of the Exchange Act or related rules promulgated by the Commission and such failure to comply neither arises out of nor is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made in reliance upon and in conformity with information furnished by the Olympia Bidders relating to themselves, their affiliates and associates for inclusion in the Amended Schedules 14D-1." . 2. All references in the Agreement to "the agreement" or "this agreement" shall hereinafter be deemed to refer to the Agreement as amended by this Amendment. Except as expressly amended hereby, the Agreement shall remain in full force and effect as originally executed by the parties. [text continued on next page] 3. The provisions of Section 8.3 of the Agreement are incorporated by reference herein as if fully set forth herein, except that, for purposes of this Amendment, all references to "the agreement" in said Section shall be deemed to refer to this Amendment. 4. This Amendment may be executed in counterparts, each of which shall be considered an original, but both of which together shall constitute the same instrument. IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their duly authorized representatives as of the date first above written. PRESIDIO CAPITAL CORP. By:/s/ Allan B. Rothschild ------------------------------- Allan B. Rothschild Authorized Signatory OLYMPIA INVESTORS, L.P. By: Olympia-GP, Inc. By:/s/ Martin Hirsch ------------------------------- Martin L. Hirsch Vice President AMERICAN REAL ESTATE HOLDINGS, L.P. By: American Property Investors, Inc. By:/s/Martin Hirsch ------------------------------ Martin L. Hirsch Vice President EX-99 4 Exhibit (a)(7) ASSIGNMENT OF PARTNERSHIP INTEREST TO TENDER UNITS OF LIMITED PARTNERSHIP INTEREST OF INTEGRATED RESOURCES HIGH EQUITY PARTNERS, SERIES 85 PURSUANT TO THE OFFER TO PURCHASE DATED MARCH 12, 1998 AS AMENDED THROUGH MAY 22, 1998 OF OLYMPIA INVESTORS, L.P. THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE __, 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. 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 Station New York, NY 10268-1023 88 Pine Street, 19th Floor New York, NY 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 INTEGRATED RESOURCES HIGH EQUITY PARTNERS, SERIES 85, DATED MARCH 12, 1998 (AS AMENDED THROUGH MAY 22, 1998, 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 ("Units") in Integrated Resources High Equity Partners, Series 85, a California limited partnership (the "Partnership"), at a price of $95.00 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 to 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"), all as more fully described in the Offer to Purchase. 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 60,000 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 60,000 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, 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 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, then the undersigned may continue to be a Limited Partner with respect to the tendered 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, if any (other than distributions of Adjusted Cash from Operations), made by the Partnership with respect to the transferred Units that are made on or after May 22, 1998, without regard to whether the record date for any such distribution may be a date after or prior to the date of the transfer, and (ii) receive all Partnership distributions after the Payment Date. By executing and delivering this Assignment of Partnership Interest, a tendering Limited Partner 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 effective and irrevocable until March 11, 2008 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, 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 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 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 and continues to be effective and irrevocable until March 11, 2008. 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 account 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 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 for payment and thereby purchased by 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. SIGN HERE TO TENDER YOUR UNITS PLEASE BE SURE TO COMPLETE ALL APPLICABLE BLANKS 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, B and C of this Assignment of Partnership Interest, which have been duly completed by the undersigned, are true and correct as of the date hereof. 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 Limited Partner.) X______________________________ Signature of Limited Partner - Date Telephone (Day) (_____)___________________ - -------------------------------- Printed Name of Limited Partner Telephone (Eve) (_____)___________________ Total Number of Number of Units Capacity (Full Title):______________ Units Owned:___________ Tendered:_______ GUARANTEE OF SIGNATURE(S) Authorized Name of Eligible Institution:____________________ Signature:_______________ Name:____________________ Address:________________________________________ Date:____________________ Telephone:(_____)________________________________ TAX CERTIFICATES 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. 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 ------------------------------------------------------------------------------. INSTRUCTIONS FOR COMPLETING ASSIGNMENT OF PARTNERSHIP INTEREST FOR INTEGRATED RESOURCES HIGH EQUITY PARTNERS, SERIES 85 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 Depositary's receipt of the Assignment of Partnership Interest, 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 Assignment of Partnership Interest along with required signature guarantees and any other required documents must be received by the Depositary at one of the addresses set forth below prior to 12:00 Midnight, New York City time on _____________, 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 any Units tendered hereby are held of record by two or more joint holders, all such holders must sign the Assignment of Partnership Interest. 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 Depositary as specified in Instruction 1 herein. Such Assignment of Partnership Interest will then be forwarded by the Depositary 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. 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"). 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). 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. 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. A partnership should furnish a copy of its 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. 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 terms 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 Depositary 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 Depositary, along with the Assignment of Partnership Interest, a Substitute Form W-8 which can be obtained from the Information Agent. 6. CONDITIONAL TENDERS. No alternative, conditional or contingent tenders will be accepted. 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. 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 Missouri and Washington). 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. ASSIGNEE STATUS. Assignees must provide documentation to the Depositary which demonstrates, to the satisfaction of the Purchaser, such person's status as an assignee. 9. 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. 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. 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 Depositary 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. 10. 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. 11. 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 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 ___________, 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. EX-99 5 Exhibit (a)(8) $95.00 PER UNIT OFFER TO PURCHASE TO UNITHOLDERS IN INTEGRATED RESOURCES HIGH EQUITY PARTNERS, SERIES 85: AS YOU KNOW, OLYMPIA INVESTORS, L.P., A DELAWARE LIMITED PARTNERSHIP (THE "PURCHASER"), IS OFFERING TO PURCHASE UNITS OF LIMITED PARTNERSHIP INTEREST ("UNITS") IN INTEGRATED RESOURCES HIGH EQUITY PARTNERS, SERIES 85 (THE "PARTNERSHIP") FOR A PURCHASE PRICE OF $95.00 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'S PARTNERSHIP AGREEMENT), MADE BY THE PARTNERSHIP FROM MARCH 12, 1998 UNTIL THE PAYMENT DATE (AS DEFINED IN THE ORIGINAL OFFER TO PURCHASE DATED MARCH 12, 1998), UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE OFFER TO PURCHASE, AS WELL AS THE SUPPLEMENT, DATED MAY __, 1998, AND THE RELATED AMENDED ASSIGNMENT OF PARTNERSHIP INTEREST INCLUDED IN THIS PACKAGE (WHICH TOGETHER WITH THE OFFER TO PURCHASE CONSTITUTE THE "OFFER"). THE PURCHASER HAS REDUCED THE MAXIMUM NUMBER OF UNITS IT IS SEEKING TO PURCHASE FROM 160,000 TO 60,000. Unless further extended, the Offer will be effective until midnight, New York City time, on June __, 1998. The Offer is not conditioned upon any minimum number of Units being tendered; however, in order for a tender to be valid, (i) a minimum of 10 Units or, if Units are tendered by an Individual Retirement Account or a Keogh Plan, 4 Units, must be sold pursuant to the Offer, and (ii) to the extent such tender is a partial tender, after the sale of Units pursuant to the Offer, you must continue to hold at least 10 Units or, if Units are tendered by an Individual Retirement Account or a Keogh Plan, 4 Units (8 Units for an IRA or Keogh Plan for Missouri and Washington residents). The materials included in this package include important information concerning the Purchaser and certain of its affiliates, as well as certain affiliates of the General Partners of the Partnership who may be deemed to be "co-bidders" with the Purchaser in connection with the Offer, the terms and conditions of the Offer, and instructions for tendering your Units. IT IS IMPORTANT THAT YOU TAKE SOME TIME TO READ CAREFULLY THE ORIGINAL OFFER TO PURCHASE AS WELL AS THE ENCLOSED SUPPLEMENT, THE AMENDED ASSIGNMENT OF PARTNERSHIP INTEREST AND OTHER ACCOMPANYING MATERIALS IN ORDER TO EVALUATE THE OFFER. Your decision whether to tender your Units should be based on your own particular circumstances, including your judgment of the value of your Units taking into account their upside potential and risks. You should consult with your advisors about the financial, tax, legal and other implications to you of accepting the Offer. If you would like additional information about the Offer or need assistance in tendering your Units, you may call Beacon Hill Partners, Inc., which is acting as Information Agent for the Offer. Informed and courteous agents are available to assist you. BEACON HILL PARTNERS, INC. 90 Broad Street New York, New York 10004 (212) 843-8500 (Collect) or (800) 301-8755 (Toll Free) May __, 1998 OLYMPIA INVESTORS, L.P. EX-99 6 Exhibit (a)(9) POWER OF ATTORNEY KNOW EVERYONE BY THESE PRESENTS, which are intended to constitute a Power of Attorney, that I, CARL C. ICAHN, residing at Museum Towers, 15 W. 53rd Street, Apt. 51C, New York, N.Y., do hereby appoint THEODORE ALTMAN, residing at 94 Haights Cross Road, Chappaqua, New York MY ATTORNEY-IN-FACT TO ACT: As Attorney-In-Fact for the limited purpose of executing (i) statements on Schedule 14D-1 and all amendments thereto in connection with those certain tender offers with respect to each of Integrated Resources High Equity Partners, Series 85, High Equity Partners L.P. - - Series 86 and High Equity Partners L.P. - Series 88; (ii) statements on Schedule 13D and all amendments thereto, in connection with the beneficial ownership of Units in Integrated Resources High Equity Partners, Series 85, High Equity Partners L.P. - Series 86 and High Equity Partners L.P. - Series 88, including joint filing agreements in connection therewith; and (iii) Forms 3,4 and 5, and all amendments thereto, in connection with the beneficial ownership of Units in Integrated Resources High Equity Partners, Series 85, High Equity Partners L.P. - Series 86 and High Equity Partners L.P. - Series 88. To induce any third party to act hereunder, I hereby agree that any third party receiving a duly executed copy or facsimile of this instrument may act hereunder, and that revocation or termination hereof shall be ineffective as to such third party unless and until actual notice or knowledge of such revocation or termination shall have been received by such third party. IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of May, 1998. /s/ Carl C. Icahn Carl C. Icahn STATE OF NEW YORK } COUNTY OF NEW YORK } On May 20, 1998 before me, , the undersigned officer, personally appeared CARL C. ICAHN, known personally to me to be the individual described in and who executed the foregoing instrument and acknowledged that he executed the same. /s/ Robyn G. Steinberg Notary Public [SEAL] [Power of Attorney to sign SEC filings related to the High Equity Tender Offers] -----END PRIVACY-ENHANCED MESSAGE-----