-----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, BgjPk7g5zr71r8Jg3iMXZ0pYeoaMTp51uZRnAmkPddX7CWQM4VA9sgHWwducbuuw XAqSLzNq0aO6xCMjtXXOHw== 0000921749-98-000172.txt : 19980806 0000921749-98-000172.hdr.sgml : 19980806 ACCESSION NUMBER: 0000921749-98-000172 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19980805 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 13D SEC ACT: SEC FILE NUMBER: 005-51099 FILM NUMBER: 98677672 BUSINESS ADDRESS: STREET 1: 411 WEST PUTNAM AVE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: HIGH EQUITY PARTNERS SERIES 85 DATE OF NAME CHANGE: 19850626 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCES HIGH EQUITY PARTNERS DATE OF NAME CHANGE: 19850203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN REAL ESTATE HOLDINGS L P CENTRAL INDEX KEY: 0001034563 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133398767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD RD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 2129213340 MAIL ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MOUNT KISCO STATE: NY ZIP: 10153 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Integrated Resources High Equity Partners, Series 85 (Name of Issuer) Units of Limited Partnership Interest (Title of Class of Securities) None (CUSIP Number) Bonnie D. Podolsky, Esq. Gordon Altman Butowsky Weitzen Shalov & Wein 114 West 47th Street, 20th Floor New York, New York 10036 (212) 626-0800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 27, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. None 1 NAME OF REPORTING PERSON Olympia Investors, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF;WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 32,078 Units ** 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 32,078 Units ** 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,078 Units ** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.02% ** 14 TYPE OF REPORTING PERSON* PN ** Based upon a preliminary count of Units validly tendered and not withdrawn received from the depositary for the tender offer described herein. SCHEDULE 13D CUSIP No. None 1 NAME OF REPORTING PERSON Olympia-GP, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 32,078 Units ** 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 32,078 Units ** 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,078 Units ** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.02% ** 14 TYPE OF REPORTING PERSON* CO ** Based upon a preliminary count of Units validly tendered and not withdrawn received from the depositary for the tender offer described herein. SCHEDULE 13D CUSIP No. None 1 NAME OF REPORTING PERSON American Real Estate Holdings, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 32,078 Units ** 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 32,078 Units ** 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,078 Units ** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.02% ** 14 TYPE OF REPORTING PERSON* PN ** Based upon a preliminary count of Units validly tendered and not withdrawn received from the depositary for the tender offer described herein. SCHEDULE 13D CUSIP No. None 1 NAME OF REPORTING PERSON American Property Investors, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 32,078 Units ** 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 32,078 Units ** 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,078 Units ** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.02% ** 14 TYPE OF REPORTING PERSON* CO ** Based upon a preliminary count of Units validly tendered and not withdrawn received from the depositary for the tender offer described herein. SCHEDULE 13D CUSIP No. None 1 NAME OF REPORTING PERSON Longacre Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 1,657 Units 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 1,657 Units 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,657 Units 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.41% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. None 1 NAME OF REPORTING PERSON Carl C. Icahn S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 8 SHARED VOTING POWER 33,735 Units ** 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 33,735 Units ** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,735 Units ** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.43% ** 14 TYPE OF REPORTING PERSON* IN ** Based upon a preliminary count of Units validly tendered and not withdrawn received from the depositary for the tender offer described herein; Includes Units owned by Longacre Corp., a Delaware corporation wholly-owned by Carl C. Icahn. Item 1. Security and Issuer This statement relates to units of limited partnership interest ("Units") in Integrated Resources High Equity Partners, Series 85, a California limited partnership (the "Issuer"). The address of the principal executive offices of the Issuer is 411 West Putnam Avenue, Greenwich, CT 06830. Item 2. Identity and Background This Statement is filed jointly by Olympia Investors, L.P. ("Olympia"), Olympia-GP, Inc. (the "Olympia General Partner"), American Real Estate Holdings, L.P. ("AREH"), American Property Investors, Inc., ("API"), Longacre Corp. ("Longacre") and Carl C. Icahn (collectively, the "Reporting Persons"). Olympia is a Delaware limited partnership. The Olympia General Partner, Olympia's general partner, is a Delaware corporation which is wholly-owned by AREH, a Delaware limited partnership. The general partner of AREH is API, a Delaware corporation which is wholly-owned by Carl C. Icahn. Longacre is a Delaware corporation which is wholly-owned by Carl C. Icahn. The address of the principal offices of each of Olympia, the Olympia General Partner, AREH and API is 100 South Bedford Road, Mount Kisco, New York 10549. The address of the principal offices of Longacre is 1 Wall Street, New York, New York 10005. Mr. Icahn's business address is c/o Icahn Associates Corp., 767 Fifth Avenue, New York, New York 10153. Olympia and the Olympia General Partner were recently formed for the purpose of acquiring Units of the Issuer as well as acquiring the securities of certain other limited partnerships. API is engaged in the business of acting as general partner of AREH. Longacre is principally engaged in the business of investing in securities. The name and positions of the executive officers and directors of the Olympia General Partner, API and Longacre are set forth below. The business address of each such executive officer and director (other than Messrs. Icahn, Hirsch, Mattner and Mitchell and Ms. Golden) is 100 South Bedford Road, Mount Kisco, N.Y. 10549. The business address of Messrs. Icahn, Hirsch, Mattner and Mitchell and Ms. Golden is c/o Icahn Associates Corp., 767 Fifth Avenue, New York, New York 10153. Each such executive officer and director is a citizen of the United States of America. Each executive officer and director listed below (other than Mr. Icahn) disclaims beneficial ownership of the Units beneficially owned by the Reporting Persons. Carl C. Icahn Director and Chairman of the Board (API); Director (Longacre) Alfred D. Kingsley Director (API) William A. Leidesdorf Director (API) Jack G. Wasserman Director (API) John P. Saldarelli Vice President, Secretary and Treasurer (API); Director, Secretary and Treasurer (Olympia General Partner) Henry J. Gerard Vice President, Assistant Secretary and Director (Olympia General Partner) Martin L. Hirsch Vice President (API); Vice President and Director (Olympia General Partner) Edward Mattner President (Longacre) Robert J. Mitchell Vice President and Treasurer (Longacre) Gail Golden Vice President and Secretary (Longacre) The following sets forth with respect to each executive officer and director of the Olympia General Partner, API and Longacre such person's (a) name, (b) present principal occupation or employment and the name and principal business of any corporation or other organization in which such employment or occupation is conducted and (c) material occupations, positions, offices or employments during the last five years. CARL C. ICAHN. Carl C. Icahn has been Chairman of the Board of Directors of API since November 15, 1990. Mr. Icahn is also President and a director of Starfire Holding Corporation (formerly Icahn Holding Corporation), a Delaware corporation ("SHC"), and Chairman of the Board and a director of various of SHC's subsidiaries, including ACF Industries, Inc., a New Jersey corporation ("ACF"). SHC is primarily engaged in the business of holding, either directly or through subsidiaries, a majority of the common stock of ACF and its address is 100 South Bedford Road, Mount Kisco, New York 10549. Mr. Icahn has also been Chairman of the Board of Directors of ACF since October 29, 1984 and a director of ACF since June 29, 1984. ACF is a railroad freight and tank car leasing, sales and manufacturing company. He has also been Chairman of the Board of Directors and President of Icahn & Company, Inc. since 1968. Icahn & Company, Inc. is a registered broker-dealer and a member of the National Association of Securities Dealers. In 1979, Mr. Icahn acquired control and presently serves as Chairman of the Board of Directors of Bayswater Realty & Capital Corp., which is a real estate investment and development company ("Bayswater"). ACF, Icahn & Company, Inc. and Bayswater are deemed to be directly or indirectly owned and controlled by Mr. Icahn. Mr. Icahn was Chief Executive Officer and member of the Office of the Chairman of Trans World Airlines, Inc. ("TWA") from November 8, 1988 to January 8, 1993; Chairman of the Board of Directors of TWA from January 3, 1986 to January 8, 1993; and a director of TWA from September 27, 1985 to January 8, 1993. Mr. Icahn also has substantial equity interests in and controls various partnerships and corporations which invest in publicly traded securities. ALFRED D. KINGSLEY. Alfred D. Kingsley has served as a director of API since November 15, 1990. He was also Vice Chairman of the Board of Directors of TWA from February 1, 1989 to January 8, 1993 and a member of the Office of the Chairman from November 8, 1988 to January 8, 1993. Mr. Kingsley was a director of TWA from September 27, 1985 to January 8, 1993. He also was a director and executive officer and Director of Research at Icahn & Co., Inc. and related entities from 1968 until December 1994. He also has been Vice Chairman of the Board of Directors of ACF since October 29, 1984 and a Director of ACF since June 29, 1984. Mr. Kingsley has also been a Senior Managing Director of Greenway Partners, L.P. since May 1993, which invests in publicly traded securities. WILLIAM A. LEIDESDORF. William A. Leidesdorf has served as a director of API since March 26, 1991. Since April 1995, Mr. Leidesdorf has acted as an independent real estate investment banker. From January 1, 1994 through April 1995, Mr. Leidesdorf was Managing Director of RFG Financial, Inc., a commercial mortgage company. From September 30, 1991 to December 31, 1993, Mr. Leidesdorf was Senior Vice President of Palmieri Asset Management Group. From May 1, 1990 to September 30, 1991, Mr. Leidesdorf was Senior Vice President of Lowe Associates, Inc., a real estate development company, where he was involved in the acquisition of real estate and the asset management workout and disposition of business areas. He also acted as the Northeast Regional Director for Lowe Associates, Inc. From June 1985 to January 30, 1990, Mr. Leidesdorf was Senior Vice President and stockholder of Eastdil Realty, Inc., a real estate company, where he was involved in the asset management workout, disposition of business and financing areas. During the interim period form January 30, 1990 through May 1, 1990, Mr. Leidesdorf was an independent contractor for Eastdil Realty, Inc. on real estate matters. JACK G. WASSERMAN. Jack G. Wasserman has served as a director of API since December 3, 1993. Mr. Wasserman is an attorney and a member of the New York State Bar and has been with the New York based law firm of Wasserman, Schneider & Babb since 1966, where he is currently a senior partner. JOHN P. SALDARELLI. John P. Saldarelli has served as a director, Secretary and Treasurer of the Olympia General Partner since February 1998. He has also served as Vice President, Secretary and Treasurer of API since March 18, 1991. Mr. Saldarelli was also President of Bayswater Realty Brokerage Corp. from June 1987 until November 19, 1993 and Vice President of Bayswater Realty & Capital Corp. from September 1979 until April 15, 1993. HENRY J. GERARD. Mr. Gerard has served as a director, Vice President and Assistant Secretary of the Olympia General Partner since February 1998. He has also served as Vice President and Controller of API since March 18, 1991. From January 1988 to May 1991, he was a Vice President API, a provider of financial services. From 1981 through 1987 he was a controller at Interstate Properties, a commercial real estate developer/operator. MARTIN L. HIRSCH. Mr. Hirsch has served as a director and Vice President of the Olympia General Partner since February 1998. He has also served as Vice President of API since March 18, 1991. From January 1986 to January 1991 he was a vice president at Integrated Resources, Inc. EDWARD E. MATTNER. Mr. Mattner has served as President of Longacre since June 6, 1995. Mr. Mattner's present principal occupation is acting as a securities trader for various affiliates of Mr. Icahn. He has served in this capacity since May 1976. ROBERT J. MITCHELL. Mr. Mitchell has served as Vice President and Treasurer of Longacre since June 6, 1995. Mr. Mitchell's present principal occupation is acting as Senior Vice President Finance of ACF. ACF is primarily engaged in the business of leasing, selling and manufacturing railroad freight and tank cars and its address is 3301 Rider Trail South, Earth City, Missouri 63045. Mr. Mitchell has served as Executive Vice President Finance since March 1995 and also served as Secretary of ACF since August 1993, Treasurer from December 1984 to March 1995 and Assistant Secretary from September 1986 to August 1993. Mr. Mitchell has also served as Treasurer (since May 1988) and Chief Financial Officer (since March 1995) of American Railcar Industries, Inc., a subsidiary of ACF which is primarily engaged in the business of repairing, refurbishing, painting and maintaining railcars and in manufacturing and selling parts for railcars and other industrial purposes. The address of American Railcar Industries, Inc. is 3301 Rider Trail South, Earth City, Missouri 63045. Mr. Mitchell became the Treasurer of TWA, whose address is One City Centre, 515 N. Sixth Street, St. Louis, Missouri 63101, in 1987 and held that position until he resigned, effective as of January 5, 1993. From March 1982 until November 1984, Mr. Mitchell was a Vice President-Department Head of National Westminster Bank, USA, located at 175 Water Street, New York, N.Y. 10038. GAIL GOLDEN. Gail Golden has served as Vice President and Secretary of Longacre since June 6, 1995. She has served as Vice President-Administration of Icahn Associates Corp., which provides administrative services to entities controlled by Mr. Icahn, since May 1985. Ms. Golden also serves as an executive officer of a number of other entities controlled by Mr. Icahn. Neither Olympia, the Olympia General Partner, Longacre or API, nor any executive officer or director of the Olympia General Partner, Longacre or API has during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been 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 further violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of such laws. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, Olympia is deemed to directly beneficially own an aggregate of 32,078 Units (the "Olympia Units"), all of which were tendered pursuant to the Tender Offer (as hereinafter defined). The aggregate purchase price of the Olympia Units is $3,047,410.00 (net of related expenses). Olympia will obtain all of the funds necessary to acquire the Olympia Units from working capital derived from capital contributions from its partners. None of such funds will be borrowed. As used herein, "Tender Offer" refers to Olympia's tender offer to purchase up to 60,000 of the Issuer's outstanding Units. Olympia filed a Tender Offer Statement on Schedule 14D-1 with respect to the Tender Offer with the Commission on March 12, 1998 (as amended and supplemented, the "Schedule 14D-1"). Longacre directly beneficially owns 1,657 Units. Such Units were acquired in auction transactions through the Chicago Partnership Board for an aggregate purchase price of $104,358.96 (net of related expenses). Longacre obtained the funds to purchase such Units from its working capital. None of such funds were borrowed or otherwise obtained for the purpose of acquiring Units. Item 4. Purpose of Transaction Longacre acquired the Units directly beneficially owned by it for investment purposes based on its expectation that there may be underlying value in the Issuer's properties. The purpose of the Tender Offer was to enable Olympia to acquire a significant interest in the Issuer for investment purposes based on its expectation that there may be underlying value in the Issuer's properties. The Reporting Persons do not presently intend to make any effort to change current management or the operation of the Issuer and have no present plans or intentions for any extraordinary transaction involving the Issuer. Furthermore, Olympia and its affiliates have agreed with Presidio that, prior to March 6, 2001, they will not, among other things, seek the removal of the general partners of the Issuer (the "General Partners"), seek to control the management, policies or affairs of the Issuer, or seek to effect any form of business combination or other extraordinary transaction with the Issuer or the General Partners. Olympia and its affiliates have also agreed, prior to March 6, 2001, to vote their Units in favor of a proposal, if any, by the General Partners that would result in limited partners of the Issuer receiving securities that are listed on NASDAQ or a national securities exchange. The foregoing voting agreement will not apply in the circumstances described in Amendment No. 2 to the Agreement (as described in Item 6 below). However, Olympia's plans with respect to its investment in the Units could change after March 6, 2001. The purchase of the Units will allow Olympia to benefit from any of the following: (a) any cash distributions from the Issuer's operations in the ordinary course of business; (b) any distributions of net proceeds from the sale of the Issuer's properties; and (c) any distributions of net proceeds from the liquidation of the Issuer. Following the completion of the Tender Offer (but subject to the terms of the Agreement (as defined in Item 6 below)), Olympia and/or persons related to or affiliated with it may acquire additional Units or may sell Units. Any acquisition may be made through private purchases, through one or more future tender or exchange offers or by any other means deemed advisable. Any acquisition may be at a price higher or lower than the price to be paid for the Units purchased pursuant to the Tender Offer, and may be for cash or other consideration. Olympia also may in the future (subject to the terms of the Agreement) consider selling some or all of the Units it acquires pursuant to the Tender Offer to persons not yet determined. Under the Agreement, Presidio has the right to purchase 50% of the Units acquired by Olympia in the Offer and the Units are subject to a buy/sell agreement with Presidio. Except as set forth herein, the Reporting Persons 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 Issuer; a sale or transfer of a material amount of the Issuer's assets; any changes in composition of the Issuer's senior management or personnel or their compensation; any changes in the Issuer's present capitalization or dividend policy; or any other material changes in the Issuer's structure or business. Item 5. Interest in Securities of the Issuer (a) and (b) As of the date hereof, Olympia, the Olympia General Partner, API and Mr. Icahn are deemed to beneficially own an aggregate of 32,078* Units, representing approximately 8.02% of the 400,010 Units stated to be outstanding by the Issuer in its Quarterly Report on Form 10- Q for the quarterly period ended March 31, 1998 (the "Form 10-Q"). Olympia is deemed to be the direct beneficial owner, and the Olympia General Partner, API and Mr. Icahn are deemed to be the * Based upon a preliminary count of Units validly tendered and not withdrawn received from the depositary for the tender offer described herein. indirect beneficial owners of these 32,078* Units. Olympia, the Olympia General Partner, API and Mr. Icahn have sole power to direct the vote and sole power to direct the disposition of these Units. As of the date hereof, Longacre and Mr. Icahn are deemed to beneficially own 1,657 Units, representing approximately 0.41% of the outstanding Units (based upon the Form 10-Q). Longacre is deemed to be the direct beneficial owner and Mr. Icahn is deemed to be the indirect beneficial owner of these Units. Longacre and Mr. Icahn have sole power to direct the vote and sole power to direct the disposition of these Units. The 33,735** Units of which Mr. Icahn is deemed to be the indirect beneficial owner represent approximately 8.43% of the outstanding Units (based upon the Form 10-Q). As a result of the Agreement (as defined and described in Item 6 below), Presidio Capital Corp. ("Presidio") (which indirectly owns all of the issued and outstanding capital stock of the General Partners), W. Edward Scheetz, David Hamamoto and NorthStar Capital Partners ("Northstar") (who directly or indirectly control Presidio), Millenium Funding Corp., Millenium Funding IV Corp., Presidio Holding Company, LLC, NorthStar Presidio Management Company, LLC, NorthStar Operating, LLC and NorthStar Capital Holdings I, LLC (collectively, the "Presidio Bidders"), were deemed to be "co-bidders" with Olympia in connection with the Tender Offer for purposes of Regulation 14D. However, neither the filing of this Schedule 13D nor any of its contents shall be deemed an admission that the Reporting Persons are part of a "group" with the Presidio Bidders or that the Reporting Persons are the beneficial owners of any of the Units held by the Presidio Bidders. The Reporting Persons expressly disclaim formation of a "group" with the Presidio Bidders and the Reporting Persons expressly disclaim beneficial ownership of any of the Presidio Bidders' Units. (c) Except for the purchase of Units pursuant to the Tender Offer, neither the Reporting Persons, the executive officers and directors listed in Item 2, nor any of their affiliates, have effected any transaction in Units within the past 60 days. (d) The Reporting Persons have no knowledge of any other persons who might have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, any Units beneficially owned by the Reporting Persons. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The information set forth in Item 3, Item 4 and Item 5 above is hereby incorporated by reference herein. On September 11, 1997, Longacre sent letters to the General Partners requesting lists of limited partners of the Issuer and certain related partnerships (the "Related Partnerships") for the purpose of enabling an affiliate to make tender offers for Units of the Issuer and the Related Partnerships. Longacre sent a second letter requesting limited partner lists to the General Partners on * Based upon a preliminary count of Units validly tendered and not withdrawn received from the depositary for the tender offer described herein. ** Based upon a preliminary count of Units validly tendered and not withdrawn received from the depositary for the tender offer described herein; Includes Units owned by Longacre Corp., a Delaware corporation wholly-owned by Carl C. Icahn. February 13, 1998. The requested lists were furnished to Olympia under the agreement (the "Agreement") discussed below on or about March 9, 1998. In late October or early November 1997, a representative of AREH contacted the managing partner of Northstar, which indirectly controls Presidio and the General Partners, to discuss the possibility of conducting a joint tender offer for Units of the Issuer and the Related Partnerships. Representatives of AREH met with the managing partner of Northstar on November 3, 1997, but they were unable to reach agreement on the terms on which a joint tender might be conducted. Following the November 3 meeting, representatives of AREH, Northstar and Presidio continued to discuss a possible joint tender offer in several telephone conversations. Between approximately December 17, 1997 and March 5, 1998, representatives of AREH, Northstar and Presidio and their counsel attended meetings and/or participated in telephone conversations in which they negotiated the terms of the Agreement, a copy of which is filed as Exhibit (1) hereto. The Agreement provides, among other things, for: (i) Olympia's conduct of tender offers (the "Offers") for up to 40% of the outstanding Units of the Issuer and the Related Partnerships, and the cooperation of the General Partners to facilitate such Offers (including furnishing Olympia with limited partner lists for use in connection with the Offers and taking a neutral stance with respect thereto) and the transfer of tendered Units to Olympia without the imposition of transfer fees; (ii) an agreement by Olympia and its affiliates to limit their acquisition of Units in the Issuer and the Related Partnerships to Units acquired in the Offers and to limit their acquisition of assets or properties of the Issuer or the Related Partnerships to properties or assets which the General Partners or their affiliates have publicly announced their intention to sell or have hired a broker for such purpose; (iii) an agreement by Olympia and its affiliates not to: seek the removal of the General Partners or call any meeting of limited partners of the Issuer or the Related Partnerships; make any proposal to or seek proxies from limited partners of the Issuer or the Related Partnerships; or act, either alone on in concert with others, to seek to control the management, policies or affairs of the Issuer or any Related Partnership or to effect any business combination or other extraordinary transaction with the Issuers or the General Partners; (iv) an agreement by Olympia and its affiliates to vote Units owned by them in favor of a proposal, if any, by the General Partners resulting in limited partners receiving securities that are listed on NASDAQ or a national securities exchange; (v) Olympia's grant to Presidio of a call option to purchase 50% of the Units in the Issuer acquired in the Tender Offer at a price equal to the lesser of the price paid by Olympia or $110.68 per Unit (except that the limitation of the call price to $110.68 per Unit will not apply if the purchase price is increased to more than that amount in response to a competing bid), plus 50% of Olympia's costs associated with the Tender Offer; (vi) the grant to Presidio of a similar call option to purchase 50% of the Units in the Related Partnerships acquired pursuant to the Offers; (vii) a buy/sell agreement, pursuant to which either party can initiate buy/sell procedures by notifying the other of a specified price per Unit (not to exceed the then current net asset value of the Units) and the other terms and conditions on which the non-initiating party would then be required to elect (subject to certain exceptions) either to buy certain Units from the initiating party or to sell certain Units to the initiating party (such Units consisting, in the case of Olympia, of all Units owned by Olympia and its affiliates and, in the case of Northstar, of all Units purchased by Northstar upon exercise of the call option described above). The agreements of Olympia and its affiliates described in clauses (ii), (iii) and (iv) above expire on March 6, 2001, but may expire earlier under certain circumstances. In connection with the negotiation of the Agreement, Northstar and Presidio furnished Olympia with appraisals of each of the properties of the Issuer and the Related Partnerships prepared by an independent appraisal firm in August and September 1997. In Amendment No. 1 to the Agreement, the parties provided for cross-indemnification agreements by AREH and Presidio with respect to certain liabilities under the federal securities laws relating to information provided in connection with the Offers concerning themselves and their respective affiliates who are co-bidders. In Amendment No. 2 to the Agreement, the parties provided that Olympia and its affiliates will not be obligated to vote Units in favor of a proposal that is made in contravention of the undertaking of the General Partners and their affiliates not to, prior to the first anniversary of the completion of the Tender Offer, solicit approval by the limited partners of the Issuer for, or consummate, a transaction, or series of related transactions, constituting a "roll-up transaction" (within the meaning of Regulation S-K, Item 901), other than a conversion of the Issuer into a stand-alone (i.e., not part of another entity or entities), actively traded, real estate investment trust pursuant to Section 3(a)(10) of the Securities Act of 1933, where the terms and conditions of the transaction, or series of related transactions, including any related tender offer for Units or any sale or financing of Issuer properties, are approved, after a hearing upon the fairness of such terms and conditions at which all limited partners of the Issuer have the right to appear, by the court in connection with a settlement of certain litigation to which the Issuer is a party. In Amendment No. 3 to the Agreement, the parties agreed that the Offers would be extended until 5:00 p.m. on Friday, July 24, 1998. The discussion herein of the Agreement and Amendments No. 1, 2 and 3 thereto is subject to and qualified in its entirety by reference to such agreements, which are filed as exhibits to this Schedule 13D and are incorporated herein by reference. Except as described above, the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. Item 7. Material to Be Filed as Exhibits The documents listed below are filed as exhibits to this Schedule 13D: Exhibit 1. Agreement dated March 6, 1998, by and among Presidio Capital Corp., American Real Estate Holdings, L.P., and Olympia Investors, L.P. Exhibit 2. Amendment No. 1 dated as of May 20, 1998, to the Agreement dated March 6, 1998, by and among Presidio Capital Corp., American Real Estate Holdings, L.P., and Olympia Investors, L.P. Exhibit 3. Amendment No. 2 dated as of June 29, 1998, to the Agreement dated March 6, 1998, by and among Presidio Capital Corp., American Real Estate Holdings, L.P., and Olympia Investors, L.P. Exhibit 4. Amendment No. 3 dated as of July 16, 1998, to the Agreement dated March 6, 1998, by and among Presidio Capital Corp., American Real Estate Holdings, L.P., and Olympia Investors, L.P. Exhibit 5. Joint Filing Agreement dated August 5, 1998, among Olympia Investors, L.P., Olympia-GP, Inc., American Real Estate Holdings, L.P., American Property Investors, Inc., Longacre Corp., and Carl C. Icahn. Exhibit 6. Power of Attorney dated May 20, 1998, executed by Carl C. Icahn, appointing Theodore Altman as attorney-in-fact. 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: August 5, 1998 OLYMPIA INVESTORS, L.P. By: Olympia-GP, Inc., general partner By: /S/ HENRY J. GERARD Name: Henry J. Gerard Title: Vice President OLYMPIA, GP, INC. By: /S/ HENRY J. GERARD Name: Henry J. Gerard Title: Vice President AMERICAN REAL ESTATE HOLDINGS, L.P. BY: American Property Investors, Inc., general partner By: /S/ JOHN P. SALDARELLI Name: John P. Saldarelli Title: Vice President AMERICAN PROPERTY INVESTORS, INC. By: /S/ JOHN P. SALDARELLI Name: John P. Saldarelli Title: Vice President LONGACRE CORP. By: /S/ ROBERT J. MITCHELL Name: Robert J. Mitchell Title: Vice President CARL C. ICAHN By: /S/ THEODORE ALTMAN Theodore Altman, Attorney-In-Fact [Signature Page to Schedule 13D re: Integrated Resources High Equity Partners, Series 85] Exhibit Index Exhibit 1. Agreement dated March 6, 1998, by and among Presidio Capital Corp., American Real Estate Holdings, L.P., and Olympia Investors, L.P. Exhibit 2. Amendment No. 1 dated as of May 20, 1998, to the Agreement dated March 6, 1998, by and among Presidio Capital Corp., American Real Estate Holdings, L.P., and Olympia Investors, L.P. Exhibit 3. Amendment No. 2 dated as of June 29, 1998, to the Agreement dated March 6, 1998, by and among Presidio Capital Corp., American Real Estate Holdings, L.P., and Olympia Investors, L.P. Exhibit 4. Amendment No. 3 dated as of July 16, 1998, to the Agreement dated March 6, 1998, by and among Presidio Capital Corp., American Real Estate Holdings, L.P., and Olympia Investors, L.P. Exhibit 5. Joint Filing Agreement dated August 5, 1998, 1998, among Olympia Investors, L.P., Olympia-GP, Inc., American Real Estate Holdings, L.P., American Property Investors, Inc., Longacre Corp., and Carl C. Icahn. Exhibit 6. Power of Attorney dated May 20, 1998, executed by Carl C. Icahn, appointing Theodore Altman as attorney-in-fact. EX-99 2 AGREEMENT DATED MARCH 6, 1998 The parties to this agreement are 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"). Presidio, directly or indirectly, controls the general partners of each of Integrated Resources High Equity Partners, Series 85, a California limited partnership ("HEP 85"), High Equity Partners L.P. - Series 86, a Delaware limited partnership ("HEP 86"), and High Equity Partners L.P. - Series 88, a Delaware limited partnership ("HEP 88" and collectively with HEP 85 and HEP 86, the "Partnerships"). On the date of this agreement, AREH and its affiliates beneficially own 1,657 units of limited partnership interest ("Units") of HEP 85, 3,243Units of HEP 86 and 2,346 Units of HEP 88. Olympia, a newly-formed Delaware limited partnership affiliated with AREH, wishes to make tender offers (the "Offers") to acquire up to approximately 40% of the outstanding Units of each of the Partnerships and, in that connection, proposes to file with the Securities and Exchange Commission (the "Commission") a Tender Offer Statement on Schedule 14D-1 relating to each Offer (collectively, the "Schedule 14D-1's") substantially in the forms set forth on schedule A. The parties agree as follows: 1. OFFERS. (a) Olympia intends to file the Schedule 14D-1's with the Commission, and to cause the related Offers to Purchase, Assignments of Partnership Interest and Cover Letters included as exhibits to such Schedule 14D-1's (such Offers to Purchase, Assignments of Partnership Interest and Cover Letters, together with any amendments or supplements thereto or any other communications proposed to be sent to holders of Units of any Partnership being collectively referred to as the "Offering Materials") to be mailed to holders of Units, on or before the fifth business day following delivery by the Partnerships to Olympia of the Lists referred to in section 1(b) hereof. Olympia shall cause each Offer to expire on or before May 12, 1998 (the date on which an Offer expires in accordance with this sentence, as the same may be extended in accordance with the proviso set forth below, the "Final Expiration Date"); PROVIDED, HOWEVER, that the Final Expiration Date with respect to any Offer may be extended, upon notice by Olympia to Presidio, under the following circumstances: (i) if there is in effect, on such date, any preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency of the type described in paragraph (a) of Section 14 of the applicable Offer to Purchase (such preliminary or permanent injunction or other order being hereinafter referred to as an "Injunction"), the Final Expiration Date of such Offer may be extended to the earliest practicable date on which such Offer may expire in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the commission thereunder (the Exchange Act and such rules and regulations being hereinafter collectively referred to as the "Rules"), following the vacation or dissolution of such Injunction and the dissemination to limited partners of additional Offering Materials containing any necessary disclosure relating thereto; (ii) subject to clause (i) above, if there is pending, on such date, any action or proceeding of the type described in paragraph (h) of Section 14 of the applicable Offer to Purchase, the Final Expiration Date of such Offer may be extended to the earlier of (A) the earliest practicable date on which such Offer may expire in accordance with the Rules following the final resolution of such action or proceeding and the dissemination to limited partners of additional offering Materials containing any necessary disclosure relating thereto or (B) June 11, 1998; (iii) the Final Expiration Date of such Offer may be extended to the earliest practicable date on which such Offer may expire in accordance with the Rules following the dissemination to limited partners of additional Offering Materials prepared for the purpose of complying with comments by the staff of the Commission, provided that Olympia uses its best efforts to comply with such comments expeditiously; or (iv) in the event that a competing offer for Units is commenced by a third party bidder who is not affiliated with AREH (a "Competing Offer"), the Final Expiration Date of such Offer may be extended, on one or more occasions, to the earliest practicable date on which such Offer may expire in accordance with the Rules following an increase in the offering price to a price equal to or higher than the price offered by the competing bidder and the dissemination to limited partners of amended Offering Materials disclosing such increase, PROVIDED, HOWEVER, that if such Competing Offer is for less than 5% of the outstanding Units of a Partnership, the Final Expiration Date may not be extended for more than ten business days beyond June 11, 1998 pursuant to this clause (iv). Presidio will not unreasonably withhold or delay its consent to any request by Olympia to extend the Final Expiration Date of any Offer, for any reason other than those set forth in the immediately preceding sentence, provided that such request does not seek to extend such Final Expiration Date beyond June 11, 1998. (b) Concurrently herewith, Presidio has caused the Partnerships to furnish Olympia with lists, as of the most recent practicable date and in computer readable form, of the names, addresses and numbers of Units held by limited partners of the Partnerships (the "Lists"), together with such computer processing data as is necessary to make use of such computer readable Lists and printouts of such Lists for verifications purposes. AREH shall not, and shall cause its affiliates, agents and representatives not to, use the Lists for any purpose other than to acquire Units pursuant to the Offers. (c) Olympia shall make all decisions regarding the conduct of the Offers and the acquisition and transfer of Units pursuant thereto, including without limitation decisions regarding any change in the terms or waiver of any of the conditions thereof; PROVIDED, HOWEVER, that, without obtaining the prior written approval of Presidio, Olympia shall not amend or otherwise modify the terms of any Offer: (i) to increase the number of Units of any Partnership sought to be purchased in such Offer to a number in excess of 40% of the outstanding Units of such Partnership; or (ii) in a manner that violates or is inconsistent with its obligations under this agreement. Olympia shall provide Presidio with copies of Offering Materials describing any proposed change in the terms of, or waiver of any condition to, an Offer not less than two business days prior to the date such Offering Materials are first mailed to holders of Units. Each party shall, and shall cause its affiliates to, comply with the Rules in connection with the Offers. (d) Presidio will not, and will cause its affiliates not to, directly or indirectly, purchase or otherwise acquire beneficial ownership of Units in any Partnership, enter into any agreement with a third party to purchase or otherwise acquire beneficial ownership of any Units in any Partnership, or make any offer to purchase or otherwise acquire beneficial ownership of, or solicit any offer to sell, Units in any Partnership, at any time commencing on the date hereof through and including the Final Expiration Date of the Offer with respect to such Partnership. 2. STANDSTILL. (a) Prior to the Standstill Expiration Date (as hereinafter defined), except to the extent AREH or its affiliates is invited to do otherwise by Presidio, AREH shall not, and shall not permit any of its affiliates to, directly or indirectly: (i) acquire, announce an intention to acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, by purchase , by gift, by joining a partnership, a limited partnership, a syndicate or any group or otherwise (other than any partnership, limited partnership, syndicate or group consisting solely of AREH and its affiliates and, in such event, only to the extent permitted pursuant to section 2(b) below), (A) any Units in any Partnership or (B) any assets, businesses or properties of any Partnership; (ii) participate in the formation or encourage the formation of, or join or in any way participate with, any partnership, limited partnership, syndicate, group or other person or entity that beneficially owns or seeks to acquire beneficial ownership of Units in any Partnership for the purpose of beneficially owning or acquiring beneficial ownership of any such Units (other than any group consisting solely of AREH and its affiliates); (iii) solicit, or participate in the solicitation of, proxies or become a participant in any election contest (the terms used in this section 2.3 having the respective meanings given them to Regulation 14A under the Exchange Act) with respect to any Partnership; (iv) initiate, propose or otherwise solicit limited partners for the approval of one or more proposals with respect to any Partnership or induce any other person to initiate any such proposal; (v) seek the removal of any general partner of any Partnership or seek to have called any meeting of limited partners of any Partnership; (vi) deposit any Units of any Partnership in a voting trust or subject them to a voting agreement or other agreement or arrangement with respect to voting (other than this agreement or any agreement or arrangement solely among AREH and its affiliates); or (vii) otherwise act, alone or in concert with others, to seek to control the management, policies or affairs of any Partnership or solicit, propose, seek to effect or negotiate with any other person or entity (including, without limitation, any Partnership) with respect to any form of business combination or other extraordinary transaction with any Partnership or any of its general partners; solicit, make or propose, or negotiate with any other person or entity with respect to, or announce an intent to make, any tender offer or exchange offer for any Units in any Partnership; publicly disclose an intent, purpose, plan or proposal with respect to any Partnership or any securities or assets of any Partnership that would violate the provisions of this section 2; or assist, participate in, facilitate or solicit any effort or attempt by any person or entity to do or seek to do any of the foregoing. (b) Notwithstanding the provisions of section 2(a): (i) AREH and its affiliates: may conduct the Offers, and acquire Units pursuant to the Offers, in accordance with section 1 hereof and may exercise their rights and perform their obligations under this Agreement; (ii) Olympia and/or any Permitted Transferee may acquire from any Partnership, as a distribution from the Partnership, any securities or other assets or properties the Partnership distributes to its partners in any such distribution. (iii) Except as to the matters expressly referred to in section 2(a) and except as provided in section 5, Olympia and any Permitted Transferee of Units shall be entitled to exercise their rights as a limited partner of each Partnership in which they own Units, including, without limitation, the rights to access books and records of the Partnership and to vote. (iv) Neither AREH nor any affiliate of AREH shall be deemed to have violated section 2 of this Agreement in the event that such person acquires beneficial ownership of Units of any Partnership pursuant to a transaction in which such person acquires another entity, in circumstances in which the principal purpose of such transaction is not to acquire Units of such Partnership or otherwise to circumvent the intent of this agreement, provided that the number of Units so acquired, together with the aggregate number of Units of such Partnership acquired by AREH or any affiliate of AREH in any other transactions permitted pursuant to this paragraph (iv), represent a DE MINIMIS amount of the total outstanding Units of such Partnership. (v) AREH and its affiliates may acquire, offer or propose to acquire, or agree to acquire one or more assets, businesses or properties of any Partnership if, prior to AREH or any affiliate taking action with respect to such acquisition, the general partners of the Partnership owning such assets, businesses or properties or their affiliates have publicly announced such Partnership's intention to offer such assets, businesses or properties for sale or to solicit offers for the purchase thereof or have retained a broker for such purpose. (c) For purposes of this agreement, "Standstill Expiration Date", with respect to any Partnership, shall mean the earliest to occur of: (i) the third anniversary of the date hereof; (ii) the date of a Default (as hereinafter defined) by Presidio in its obligation to purchase Units of such Partnership pursuant to the buy/sell agreements set forth in section 4 hereof; and (iii) the closing date of the purchase by Olympia and/or any affiliate of Units from Presidio pursuant to the buy/sell agreements set forth in section 4 hereof. 7 3. RESTRICTIONS ON TRANSFER 3.1 TRANSFERS TO BE MADE ONLY AS PERMITTED OR REQUIRED BY THIS AGREEMENT. Olympia and its affiliates shall not, directly or indirectly, sell, assign, transfer, pledge or otherwise encumber or dispose of (collectively, "transfer") any Units any of them acquires pursuant to the Offers, except as specifically permitted or required by this agreement. Any other purported transfer shall be void and of no effect. The foregoing provisions shall not be deemed to prohibit (a) the transfer of the capital stock or other equity interest in Olympia, AREH or any of their respective affiliates in circumstances in which the principal purpose of such transfer is not to dispose of Units or otherwise to circumvent the intent of this agreement; or (b) the pledge of any Units acquired pursuant to the Offers or any capital stock or other equity interest in Olympia, AREH or any such affiliates from being pledged to collateralize or otherwise support general corporate or partnership obligations of Olympia, AREH or such affiliate existing of the date or incurred during the term of this agreement, PROVIDED that the foregoing shall not relieve Olympia, AREH or such affiliate from its obligations to fully perform its undertakings hereunder and PROVIDED FURTHER that any direct pledgee of Units shall agree to be bound by the provisions of this agreement to the same extent as Olympia is so bound as a condition to foreclosing upon such Units. 3.2 PERMITTED TRANSFERS. Olympia and its affiliates may, at any time or from time to time, transfer some or all of the Units they acquire pursuant to the Offers (or the right to acquire Units pursuant to the Offers) to any of their affiliates (Olympia and each such affiliate being hereinafter referred to as a "Permitted Transferee"). No transfer to a Permitted Transferee shall be effective, however, unless the Permitted Transferee agrees, in a writing that is reasonably satisfactory to Presidio, to be bound by all the terms of this agreement to the same extent that Olympia and AREH are so bound. 3.3 TERMINATION OF RESTRICTIONS. The provisions of section 3.1 shall terminate, as to a Partnership, on the earlier to occur of: (a) the third anniversary of this agreement; or (b) the closing of any purchase of Units of such Partnership by Olympia or an affiliate upon exercise of the buy/sell provisions set forth in section 4 hereof. In addition, the provisions of section 3.1 shall not apply to any of the Partnerships at any time following the occurrence and during the continuance of a Default by Presidio in its obligation to purchase Units of one or more Partnerships upon exercise of the buy/sell provisions set forth in section 4 hereof. If Units are transferred to a third party other than a Permitted Transferee at any time when the restrictions on transfer do not apply (as provided in the immediately preceding sentence) or transferred to any third party following the termination of such restrictions, the transferee will not be bound by any of the obligations applicable to the transferor of such Units under this Agreement. 4. CALL; BUY/SELL 4.1 CALL. At any time after the Final Expiration Date and before the ninety- first day following the Final Expiration Date, Presidio shall have the option (the "Call Option") to purchase 50% (but not less than 50%) of the Units in each Partnership acquired pursuant to the Offers by Olympia and its affiliates for a price determined in accordance with schedule 4.1. The Call Option will be exercisable only by written notice by Presidio to Olympia and AREH, which notice must be given, if at all, prior to the expiration of such option. 4.2 BUY/SELL. (a) Either Olympia or Presidio may initiate buy/sell procedures with respect to one or more Partnerships at any time commencing on the Buy/Sell Effective Date (as hereinafter defined) through and including the Standstill Expiration Date. Anything herein to the contrary notwithstanding, buy/sell procedures may not be instituted more than once with respect to any Partnership (except that the delivery of a Buy/Sell Offer that is rescinded pursuant to section 4.2(d) hereof shall not constitute the institution of buy/sell procedures for this purpose). Such buy/sell procedures shall cover, in the case of Olympia, all Units of a Partnership acquired by Olympia and/or any Permitted Transferee pursuant to an Offer (other than Units purchased by Presidio upon exercise of the Call Option) and all other Units owned by Olympia or any affiliate of Olympia at the time the buy/sell procedures are initiated (collectively, the "Olympia Covered Units") and, in the case of Presidio, all Units of such Partnership acquired by Presidio or any affiliate of Presidio upon exercise of the Call Option (collectively, the "Presidio Covered Units"). (b) Either Olympia or Presidio may initiate the buy/sell procedures with respect to one or more Partnerships by delivering to the other a written offer (the "Buy/Sell Offer") stating the buy/sell price on a per Unit/per Partnership basis (which buy/sell price shall be payable solely in cash and shall not exceed, for any Partnership, the net asset value per Unit for such Partnership as of the date of the Buy/Sell Offer (the "Maximum Price")) and other material terms and conditions on which the initiating party is willing to purchase all, but not less than all, Olympia Covered Units or Presidio Covered Units, as the case may be, of such Partnership. The non- initiating party shall then be obligated to elect to sell Units to the initiating party at the per Unit price and upon the other terms and conditions set forth in the Buy/Sell Offer, or to purchase Units from the initiating party upon such terms and conditions. (If the Buy/Sell Offer relates to more than one Partnership, the non-initiating party may, in its discretion, elect to buy Units of one Partnership and sell Units of another, subject to Section 4.2(c) below). The non-initiating party shall have fifteen days from the date the Buy/Sell Notice is delivered to it (the "Reply Period") to decide whether to buy or sell. Failure to notify the initiating party of such decision at or prior to the end of the Reply Period shall be deemed a decision to buy Units. Notwithstanding the foregoing, in the event that the non-initiating party wishes to buy Units of a Partnership but believes that the buy/sell price named in the Buy/Sell Offer exceeds the Maximum Price for such Partnership, the non-initiating party shall notify the initiating party during the Reply Period of its election to buy such Units at the Maximum Price, which notice (the "Appraisal Notice") shall set forth the Maximum Price (in the opinion of the non-initiating party) and shall name an appraiser with a minimum of ten years experience in the appraisal of properties of the type owned by the Partnership(s) whose Units are subject to appraisal (a "Qualified Appraiser"). If the parties cannot agree upon the Maximum Price, the initiating party shall name a Qualified Appraiser (and shall so notify the non-initiating party in writing) within ten days following its receipt of the Appraisal Notice, and the two Qualified Appraisers shall choose a third impartial Qualified Appraiser (the "Impartial Appraiser") within ten days following selection of the second Qualified Appraiser. If the initiating party fails timely to select (and to notify the non-initiating party of its selection of) a Qualified Appraiser in accordance the immediately preceding sentence, the Qualified Appraiser selected by the non-initiating party shall select the Impartial Appraiser. The Impartial Appraiser so selected shall perform an appraisal to determine the Maximum Price of Units of the Partnership(s) subject to the dispute between the parties and shall present the results of such appraisal and his determination of the Maximum Price to the parties in writing within 90 days following such appraiser's selection. The determination of such Impartial Appraiser shall be final and binding on the parties hereto. Each party shall bear any costs and expenses of the Qualified Appraiser selected by such party and Presidio shall bear 50% and AREH shall bear 50% of the costs and expenses of the Impartial Appraiser. (c) If Presidio or an affiliate does not exercise the Call Option with respect to one or more Partnerships (and, as a result, there are no Presidio Covered Units of such Partnership(s)) or if, at the time buy/sell procedures are initiated, Presidio and its affiliates collectively own more than 15% of the outstanding Units of the Partnership(s) with respect to which such buy/sell procedures are initiated, then, notwithstanding the provisions of section 4.2 hereof to the contrary: (i) if AREH or an affiliate initiates buy/sell procedures with respect to such Partnership(s), AREH or such affiliate may require Presidio to buy the Units of such Partnership(s) covered by AREH's or such affiliate's Buy/Sell Offer at the Maximum Price then applicable to such Units, and (ii) if Presidio initiates buy/sell procedures with respect to such Partnership(s), AREH and its affiliates may, in their discretion, elect to sell the Units covered by Presidio's Buy/Sell Offer at the Maximum Price then applicable to such Units or to retain such Units. The appraisal procedures set forth in paragraph (b) above shall apply to buy/sell procedures governed by this paragraph (c), if applicable. (d) As used herein, "Buy/Sell Effective Date" shall mean, as to Units of any Partnership, the earlier to occur of: (a) the six-month anniversary of the Final Expiration Date; and (b) the date on which Presidio gives notice (in accordance with Section 8.7 hereof) to Olympia and AREH of a proposal by or on behalf of the general partners of any Partnership or any affiliate of such general partners to effect a "roll-up" transaction (within the meaning of Item 901 of Regulation S-K promulgated by the Commission under the Exchange Act) involving such Partnership (it being agreed by Presidio that it will not permit any such "roll-up" transaction to be consummated less than sixty days following the giving of such notice (in accordance with Section 8.7 hereof) to Olympia and AREH). Any notice given pursuant to clause (b) of the immediately preceding sentence shall set forth, in reasonable detail, all material terms of the "roll-up" transaction being proposed. Notwithstanding the foregoing, in the event that Presidio makes a Buy/Sell Offer at a time when either the purchase or sale of Units by Olympia or its affiliates pursuant to the buy/sell procedures set forth in this section 4 would cause Olympia or any such affiliate to incur liability under Section 16(b) of the Exchange Act, Olympia may so notify Presidio (which notice shall state the earliest date (the "Trigger Date") on which Olympia or such affiliate could commit either to purchase or sell Units without incurring such liability, provided that such Trigger Date shall not be more than six months and one day following the date of Presidio's Buy/Sell Offer), in which event Presidio's Buy/Sell Offer shall be deemed to be rescinded for all purposes of this agreement, and Presidio may not initiate another Buy/Sell Offer prior to the Trigger Date. Olympia may not cause a Buy/Sell Offer to be rescinded pursuant to this section 4.2(c) more than once. 4.3 CLOSING. The closing of any purchase and sale of Units of a Partnership upon exercise of the Call Option or pursuant to the buy/sell procedures, as the case may be, shall be held in New York City during normal business hours at a place and date specified by Presidio in writing to Olympia and AREH, but not fewer than 10 days or more than 30 days after: (x) the exercise of the Call Option or with respect to such Partnership; or (y) the end of the Reply Period following delivery of a Buy/Sell Offer covering such Partnership (or, if an Appraisal Notice is timely given relating to Units of such Partnership, then the final determination by the Impartial Appraiser of, or the mutual agreement of the parties as to, the Maximum Price). Once scheduled, such closing shall not be postponed or adjourned except by mutual consent of the parties hereto. At such closing, (a) the party selling Units shall deliver to the party purchasing Units instruments of transfer with respect to the Units being sold, which instruments shall be substantially in the form set forth in schedule 4.3, and (b) the party purchasing Units shall pay the full purchase price for the Units being purchased by wire transfer of immediately available funds to an account specified in writing by party selling Units at least two days before the closing. As used herein, a "Default" by Presidio in its obligation to purchase Units upon exercise of the buy/sell procedures means the failure by Presidio timely to schedule a closing for such purchase as required by this section 4.3 or to pay the full purchase price for any or all of the Units required to be purchased by Presidio at such closing in the manner required by this section, provided that Olympia and/or any Olympia affiliate owning the Units required to be purchased at such closing are ready, willing and able to perform their obligations to transfer such Units to Presidio. Anything herein to the contrary notwithstanding, if, between the date a Buy/Sell Offer is made and the date of the closing pursuant to this section 4.3, a transaction has been consummated as a result of which the Units required to be transferred at such closing (and all other Units of the subject Partnership) have been exchanged for or converted into another security, the party required to sell such Units shall deliver at the closing the securities so received by it in connection with such exchange or conversion and the purchase price payable to such party shall be unaffected by such exchange or conversion. 5. AGREEMENT TO VOTE. If, at any time or from time to time before the Standstill Expiration Date, the general partners of a Partnership submit to the limited partners of that Partnership a proposal that would result in such limited partners receiving securities that, upon consummation of the proposal, are listed on a national securities exchange or NASDAQ, AREH shall cause all the Units in that Partnership owned by AREH or any affiliate of AREH and not theretofore purchased by Presidio to be voted in favor of the proposal. 6. NEUTRALITY. Presidio will not, and will not cause or permit its affiliates to, take any action that would result in the conditions to the Offers set forth in Section 14 of each Offer to Purchase not to be satisfied and will not, and will not cause or permit its affiliates to, actively oppose the Offers, but rather will take, and will cause its affiliates to take, a neutral stance with respect thereto, except that in the case of (i) a competing third party bid (i.e., a bid made by or on behalf of a party other than AREH or an affiliate or Presidio or an affiliate that is not topped by Olympia) made prior to the expiration date of the Offers or (ii) the occurrence of any event materially adversely affecting the Offers, Presidio or any affiliate of Presidio may change any recommendation they have made to limited partners with respect to the Offers to reflect such competing bid or the occurrence of such event. In furtherance and not in limitation of the foregoing, Presidio will cause the general partners of the Partnerships to admit Olympia or a Permitted Transferee as a limited partner of each Partnership in which it purchases Units pursuant to an Offer upon delivery of each Partnership's standard transfer paperwork, such admission to be effective as of the first day of the calendar quarter next following the date of such delivery by Olympia. Presidio shall cause each of the Partnerships to waive applicable transfer fees in connection with transfers to Olympia or a Permitted Transferee of Units acquired pursuant to the Offers. 7. TERMINATION. (a) Anything herein to the contrary notwithstanding, Olympia and AREH shall have the right to terminate this agreement, by giving written notice of such termination to Presidio (without any liability on the part of any party hereto to any other party hereto, other than liability for breaches occurring prior to such termination), in the event that Presidio and/or any affiliate of Presidio fails or refuses to comply with (a) any comment made by the staff of the Commission to amend the Offers to the extent necessary to include Presidio and/or affiliate of Presidio as co-bidders and to make any related disclosures in the Offering Materials or (b) any other reasonable comment made by the staff relating to the Offers which comment applies to and contemplates the taking of certain action or making certain disclosures by Presidio and/or any affiliate of Presidio (and, in the case of clause (a) or (b) above, after counsel for Presidio has had reasonable opportunity to persuade the staff of the correctness of Presidio's position on such matter, if different than that of the staff). The obligations of Presidio pursuant to section 6 hereof will survive such termination. (b) Anything herein to the contrary notwithstanding, Presidio shall have the right to terminate this agreement (without any liability on the part of any party hereto to any other party hereto, other than liability for breaches occurring prior to such termination), by giving written notice of such termination to AREH and Olympia, at any time on or after the sixty-first day following the entry of an Injunction (but in no event prior to June 11, 1998), provided that the Final Expiration Date has not occurred and such Injunction remains in effect on the date Presidio terminates such agreement. 8. MISCELLANEOUS 8.1 DEFINITIONS. As used in this agreement: the terms "affiliate" and "control" have the respective meanings given them in Rule 12b-2 under the Exchange Act; the terms "beneficially own," "beneficial ownership" and "group" have the respective meanings given them in Rule 13d-3 under the Exchange Act; the term "Partnership" refers to each of the Partnerships (as defined in the preface to this agreement) and also includes each entity whose securities are issued to limited partners of a Partnership pursuant to a transaction of the type described in section 5 hereof; and the term "Unit" refers to Units of each Partnership (as defined in the preface to this agreement) and also includes any securities of the type described in section 5 hereof issued to limited partners of a Partnership in exchange for Units. 8.2 BENEFIT. This agreement shall be binding upon, and inure to the benefit of, the respective successors and assigns of the parties. Notwithstanding the foregoing, no party may assign its rights or obligations under this Agreement without obtaining the prior written consent of the other parties; PROVIDED, HOWEVER, that any party may assign its right or obligation to purchase or sell Units pursuant to Section 4 hereof, provided that such assignment will not relieve the assigning party of any liability hereunder. 8.3 GOVERNING LAW; JURISDICTION. This agreement shall be governed by and construed in accordance with the law of the state of New York applicable to agreements made and to be performed wholly in New York. Any litigation based on, or arising out of, under or in connection with this Agreement or the consummation of the transactions contemplated hereby shall be brought and maintained exclusively (to the extent permitted under applicable law) in the courts of the State of New York, New York County or in the United States District Court for the Southern District of New York. The parties expressly and irrevocably submit to the jurisdiction of the courts of the State of New York, New York County, and of the United States District Court for the Southern District of New York for the purpose of any such litigation as set forth above and irrevocably agree to be bound by any judgment rendered thereby in connection with such litigation. Each of the parties irrevocably consents to the service of process by registered mail, postage prepaid, or by personal service within or without the State of New York. 8.4 REMEDIES. The parties to this agreement will be irreparably damaged if this agreement is not specifically enforced. If any dispute arises under this agreement concerning any transfer of Units or any other right or obligation, that right or obligation shall be enforceable in a court of equity by an injunction or a decree of specific performance without any bond or other security being required. These remedies shall not be exclusive, and shall be in addition to any other remedies the parties may have. 8.5 SEPARABILITY. If any provision of this agreement, or the application of any provision to any person or circumstance, shall for any reason or to any extent be invalid or unenforceable, the remainder of this agreement and the application of that provision to other persons or circumstances shall not be affected, but shall be enforced to the full extent permitted by law. 8.6 WAIVER. The failure of a party to insist upon strict adherence to any term of this agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this agreement. Any waiver must be in writing. 8.7 NOTICES. Any notice or other communication under this agreement shall be in writing and shall be considered given when delivered by hand. Notice may also be given by electronic facsimile transmission, but in such case will be deemed given only when received by the addressee. Notices shall be directed to the parties at their respective addresses set forth below (or such other address as the party to be notified may have requested in writing): (a) if to Presidio, to it c/o Northstar Capital Partners LLC, 527 Madison Avenue, New York, New York 10022, Attn: Richard Sabella (Tel. No. (212)319-3400; Fax No. (212)319-4557), with a copy to: Edward W. Kerson, Esq., Proskauer Rose LLP, 1585 Broadway, New York, New York 10036 (Tel. No. (212)969-3290; Fax No. (212)969-2900) ; and (b) if to AREH or Olympia, to it c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153, Attn: Martin L. Hirsch (Tel. No. (212)702-4343; Fax No. (212)750-5841) with a copy to: Theodore Altman, Esq., Gordon Altman Butowsky Weitzen Shalov & Wein, 114 W.47th Street, New York, New York 10036 (Tel. No. (212)626-0812; Fax No. (212)626-0799). 8.8 COUNTERPARTS. This agreement may be executed in counterparts, each of which shall be considered an original, but both of which together shall constitute the same instrument. 8.9 COMPLETE AGREEMENT. This agreement contains a complete statement of all the arrangement between the parties with respect to its subject matter, supersedes all existing agreements between them relating to that subject matter and cannot be changed or terminated orally. Except as expressly set forth herein, there are no contracts, arrangements, understandings or relationships between the parties hereto with respect to the Units. 8.10 JOINT AND SEVERAL LIABILITY. AREH shall be jointly and severally liable for the obligations of AREH and of its affiliates (including Olympia) hereunder (and, in this regard, any action or inaction required hereunder to be taken or not taken, or which AREH is required to cause or prevent or not permit by such affiliate shall be deemed to be an obligation of both such affiliate and AREH hereunder), and Presidio shall have the right to enforce this Agreement with respect to all such matters directly against AREH, without first being required to file suit or seek recourse of any kind against any other person. Presidio shall be jointly and severally liable for the obligations of Presidio and its affiliates (including the general partners of each Partnership) hereunder (and, in this regard, any action or inaction required hereunder to be taken or not taken, or which Presidio is required to cause or prevent or not permit by such affiliate shall be deemed to be an obligation of both such affiliate and Presidio hereunder), and AREH and Olympia shall have the right to enforce this Agreement with respect to all such matters directly against Presidio, without first being required to file suit or seek recourse of any kind against any other person. 8.11 DELIVERY OF OFFERING MATERIALS. Presidio hereby agrees on behalf of the Partnerships and their general partners that, for purposes of compliance by Olympia (and any affiliates who are co-bidders in the Offers) with Rule 14d-3(a)(2) and (b) of the Rules, Olympia may hand deliver a copy of its Schedule 14D-1's together with all exhibits thereto and any amendments thereto to the Partnerships c/o Edward W. Kerson, Esq., Proskauer Rose, LLP, 1585 Broadway, New York, New York 10036 and shall send a copy of such materials to the Partnerships at their principal executive offices for delivery on the next business day. IN WITNESS WHEREOF, the undersigned have caused this agreement to be executed by their duly authorized representatives as of the date first above written. PRESIDIO CAPITAL CORP. By: /s/ Richard Sabella ----------------------- Name: Richard Sabella Title: OLYMPIA INVESTORS, L.P. By: Olympia-GP, Inc. By: /s/ Martin L. Hirsch ----------------------- Name: Martin L. Hirsch Title: Vice President AMERICAN REAL ESTATE HOLDINGS, L.P. By: American Property Investors, Inc. By: /s/ Martin L. Hirsch ----------------------- Name: Martin L. Hirsch Title: Vice President [Signature Page of Agreement, dated March 6, 1998, among Presidio Capital Corp., Olympia Investors, L.P. and American Real Estate Holdings L.P.] 21 Schedule 4.1 The purchase price per Unit payable upon exercise of the Call Option will be the sum of : (i) the Purchase Price per Unit (as hereinafter defined); and (ii) Expenses per Unit (as hereinafter defined). The Purchase Price per Unit will equal the lesser of (A) the price per Unit paid by Olympia in the Offers or (B) $110.68 per Unit for Units of HEP 85, $99.97 per Unit for Units of HEP86, and $124.13 per Unit for Units of HEP 88. Notwithstanding the foregoing, in the event that Olympia increases its offering price per Unit in order to equal or top a competing bidder, then the Purchase Price per Unit will equal the price per Unit paid by Olympia in the Offers. Expenses per Unit will equal (i) the sum of all out-of-pocket costs and expenses incurred by Olympia and its affiliates (including attorneys fees and expenses) with respect to the Offers and the purchase and transfer to Olympia or an affiliate of Units purchased pursuant thereto, including without limitation the fees and expenses of Beacon Hill Partners (the information agent for the Offer)(including without limitation fees and expenses incurred in connection with telephone calls to limited partners of the Partnerships), Harris Trust Company (the depositary for the Offer), printing and mailing expenses, Commission filing fees, and any out-of-pocket costs and expenses attributable to the admission of Olympia or an affiliate as a substitute limited partner (but will not include (x) any costs and expenses or attorneys fees and expenses attributable to the negotiation, execution and delivery of this agreement or any litigation arising out of or in connection with this agreement or the Offers or (y) the Purchase Price per Unit) divided by (ii) the total number of Units of the Partnerships purchased by Olympia and its affiliates pursuant to the Offers. 22 EX-99 3 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 L. HIRSCH Martin L. Hirsch Vice President AMERICAN REAL ESTATE HOLDINGS, L.P. By: American Property Investors, Inc. By: /S/ MARTIN L. HIRSCH Martin L. Hirsch Vice President EX-99 4 Amendment No. 2 to Agreement dated March 6, 1998 This Amendment No. 2 (the "Amendment"), dated as of June 29, 1998, amends the agreement, dated March 6, 1998 (the "Agreement") and as amended by Amendment No. 1 thereto, dated as of May 20, 1998 ("Amendment No. 1"), 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. The parties agree as follows: 1. The following proviso is hereby added to the end of Section 5 of the Agreement: "; provided, however, that AREH shall have no obligation to cause Units of a Partnership to be voted in favor of any proposal otherwise covered by this Section 5 if such proposal (a) is made prior to the first anniversary of the completion of the Offer relating to such Partnership and (b) relates to a transaction or series of related transactions constituting a "roll-up transaction" (within the meaning of Regulation S-K, Item 901), other than a proposal for the conversion of such Partnership into a stand-alone (i.e., not part of another entity or entities), actively traded, real estate investment trust pursuant to Section 3(a)(10) of the Securities Act of 1933, where the terms and conditions of the transaction, or series of related transactions, including any related tender offer for Units or any sale or financing of Partnership properties, are approved, after a hearing upon the fairness of such terms and conditions at which all limited partners have the right to appear, by the court in connection with a settlement of the litigation described in Item 4, paragraph 12 of the Schedules 14D-9 filed by HEP 85 and HEP 88 in connection with the Offers for Units of those Partnerships and in Item 4, paragraph 11 of the Schedule 14D-9 filed by HEP 86 in connection with the Offer for Units of HEP 86." . 2. All references in the Agreement and in Amendment No. 1 to "the agreement" or "this agreement" shall hereinafter be deemed to refer to the Agreement as amended by Amendment No. 1 and by this Amendment. Except as expressly amended by Amendment No. 1 and hereby, the Agreement shall remain in full force and effect as originally executed by the parties. 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 L. HIRSCH Martin L. Hirsch, Vice President AMERICAN REAL ESTATE HOLDINGS, L.P. By: American Property Investors, Inc. By: /S/ MARTIN L. HIRSCH Martin L. Hirsch, Vice President EX-99 5 Amendment No. 3 to Agreement dated March 6, 1998 This Amendment No. 3 (the "Amendment"), dated as of July 16, 1998, amends the agreement, dated March 6, 1998 (the "Agreement") and as amended by Amendment No. 1 and Amendment No. 2 thereto, dated as of May 20, 1998 and June 29, 1998, respectively, by and 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. The parties agree as follows: 1. Notwithstanding anything in the Agreement to the contrary, the Offers shall be extended until 5:00 p.m. on Friday, July 24, 1998. 2. All references in the Agreement and in Amendment No. 1 and Amendment No. 2 to "the agreement" or "this agreement" shall hereinafter be deemed to refer to the Agreement as amended by Amendment No. 1, Amendment No. 2 and this Amendment. Except as expressly amended by Amendment No. 1, Amendment No. 2 and hereby, the Agreement shall remain in full force and effect as originally executed by the parties. 3. 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 L. HIRSCH Martin L. Hirsch, Vice President AMERICAN REAL ESTATE HOLDINGS, L.P. By: American Property Investors, Inc. By: /S/ MARTIN L. HIRSCH Martin L. Hirsch, Vice President EX-99 6 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of statements on Schedule 13D (including amendments thereto) with respect to the units of limited partnership interest in each of Integrated Resources High Equity Partners, Series 85, High Equity Partners, L.P. - - Series 86 and High Equity Partners, L.P. - Series 88 and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 5th day of August, 1998. OLYMPIA INVESTORS, L.P. OLYMPIA-GP, INC. By: Olympia-GP, Inc., its general partner By: /S/HENRY J. GERARD Name: Henry J. Gerard By: /S/HENRY J. GERARD Title: Vice President Name: Henry J. Gerard Title: Vice President AMERICAN REAL ESTATE HOLDINGS, L.P. AMERICAN PROPERTY INVESTORS, INC. By: American Property Investors, Inc., its general partner By: /S/JOHN P. SALDARELLI Name: John P. Saldarelli Title: Vice President By: /S/JOHN P. SALDARELLI Name: John P. Saldarelli Title: Vice President LONGACRE CORP. CARL C. ICAHN By: /S/ROBERT J. MITCHELL By: /S/THEODORE ALTMAN Name: Robert J. Mitchell Theodore Altman Title: Vice President Attorney-In-Fact [Joint Filing Agreement for Schedule 13D with respect to Integrated Resources High Equity Partners, Series 85, High Equity Partners, L.P. - Series 86 and High Equity Partners, L.P. - Series 88] EX-99 7 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-----