-----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, RrtBUFQWkcmKOAzS8WSe9sqUF+NvIBYywBbdzALPQyAVE5q/7h3QVx3+TxxG5B2m 4L9bv/4sKZse+KE1b+QLXQ== 0000921749-98-000086.txt : 19980603 0000921749-98-000086.hdr.sgml : 19980603 ACCESSION NUMBER: 0000921749-98-000086 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980601 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: 98640647 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. 5)* ------------------------- INTEGRATED RESOURCES HIGH EQUITY PARTNERS, SERIES 85 (Name of Subject Company [Issuer]) OLYMPIA INVESTORS L.P. OLYMPIA-GP, INC. AMERICAN REAL ESTATE HOLDINGS, L.P. AMERICAN PROPERTY INVESTORS, INC. CARL C. ICAHN MILLENIUM FUNDING CORP. MILLENIUM FUNDING II CORP. PRESIDIO CAPITAL CORP. PRESIDIO HOLDING COMPANY, LLC NORTHSTAR PRESIDIO MANAGEMENT COMPANY, LLC NORTHSTAR OPERATING, LLC NORTHSTAR CAPITAL PARTNERS, LLC NORTHSTAR CAPITAL HOLDINGS I, LLC DAVID HAMAMOTO W. EDWARD SCHEETZ (Bidders) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) ------------------------- Bonnie D. Podolsky Edward W. Kerson Gordon Altman Butowsky Proskauer Rose LLP Weitzen Shalov & Wein 1585 Broadway 114 West 47th Street New York, New York 10036 New York, New York 10036 (212) 969-3000 (212) 626-0800 - ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Calculation of Filing Fee - ----------------------------------------------------------------- Transaction Amount of Valuation*: $5,700,000 Filing Fee: $1,140 - ----------------------------------------------------------------- *For purposes of calculating the filing fee only. This amount assumes the purchase of 60,000 Units of the subject company for $95.00 per Unit in cash. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $3,040 (based upon prior transaction valuation of $15,200,000, calculated for purposes of the filing fee, assuming the purchase of 160,000 Units of the subject company for $95.00 per Unit in cash) Form or Registration No.: Schedule 14D-1 Filing Party: Olympia Investors L.P., Olympia-GP, Inc., American Real Estate Holdings, L.P., American Property Investors, Inc., Carl C. Icahn Dated Filed: March 12, 1998 * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). AMENDMENT NO. 5 TO SCHEDULE 14D-1 This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule 14D-1 originally filed with the Securities and Exchange Commission by Olympia Investors, L.P., Olympia-GP Inc., American Real Estate Holdings, L.P., American Property Investors, Inc. and Carl C. Icahn on March 12, 1998, as amended by Amendments No. 1, 2, 3 and 4 thereto. All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Offer to Purchase dated March 12, 1998, as supplemented by the Supplement thereto dated May 22, 1998, and the related Assignment of Partnership Interest dated March 12, 1998, as amended through May 22, 1998. Item 10. Additional Information. Item 10(f) is hereby amended to add the following: (f) The information set forth in exhibit (a)(5) attached hereto is incorporated herein by reference. Item 11. Materials to Be Filed as Exhibits. The following documents are filed as exhibits to this Amended Schedule 14D-1: (a)(5) Press Release, dated June 1, 1998. SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 1, 1998 OLYMPIA INVESTORS, L.P. OLYMPIA GP-INC. By: OLYMPIA GP-INC., By: /s/ Martin L. Hirsch its general partner -------------------- Name: Martin L. Hirsch By: /s/ Martin L. Hirsch Title: Vice President ----------------------- Name: Martin L. Hirsch Title: Vice President AMERICAN REAL ESTATE HOLDINGS, L.P. By: AMERICAN PROPERTY INVESTORS, INC., its general partner By: /s/ Martin L. Hirsch ----------------------- Name: Martin L. Hirsch Title: Vice President AMERICAN PROPERTY INVESTORS, INC. By: /s/ Martin L. Hirsch ----------------------- Name: Martin L. Hirsch Title: Vice President /s/ Theodore Altman ------------------------ CARL C. ICAHN By: Theodore Altman as Attorney-in-fact [Signature Page for Integrated Resources High Equity Partners, Series 85, Schedule 14D-1 - Amendment No. 5] 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: June 1, 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. 5] EXHIBIT INDEX (a)(5) Press Release, dated June 1, 1998. EX-99 2 American Real Estate Partners, L.P. FOR IMMEDIATE RELEASE --------------------- Contact: Information Agent: Beacon Hill Partners, Inc. (212) 843-8500 TENDER OFFER BY AFFILIATE OF AMERICAN REAL ESTATE PARTNERS, L.P. EXTENDED Mount Kisco, N.Y., June 1, 1998 - American Real Estate Partners, L.P. (NYSE: ACP) announced today that its affiliate, Olympia Investors, L.P., a Delaware limited partnership, has extended the expiration date of its offers (the "Offers") to purchase up to approximately 15% of the outstanding Units in each of Integrated Resources High Equity Partners, Series 85, ("HEP-85"), High Equity Partners L.P. - Series 86 ("HEP-86") and High Equity Partners L.P. - Series 88 (the "HEP-88") to 12:00 midnight, New York City time, on Friday, June 12, 1998. As of May 29, 1998, 25,871 Units in HEP-85, 24,780 Units in HEP-86, and 10,991 Units in HEP-88 had been tendered to the depositary pursuant to the Offers. American Real Estate Partners, L.P. is a master limited partnership primarily engaged in acquiring and managing real estate investments, with a primary focus on office, retail, industrial, hotel and residential properties. 100 South Bedford Road Mount Kisco, NY 10549 914-242-7700 914- 242-9282 (Fax) -----END PRIVACY-ENHANCED MESSAGE-----