-----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, GG+lm5MdpO4J+JPVVDQ5nc735YD8cfercYThd4LMNWxn/fdbL0M/wqzRhz09G5RK 5itjMPy0AneH5eAWeI/ngA== 0001005477-99-005550.txt : 19991125 0001005477-99-005550.hdr.sgml : 19991125 ACCESSION NUMBER: 0001005477-99-005550 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991124 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 14D9 SEC ACT: SEC FILE NUMBER: 005-51099 FILM NUMBER: 99763888 BUSINESS ADDRESS: STREET 1: CAMBRIDGE CENTER STREET 2: 9TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-234-3000 MAIL ADDRESS: STREET 1: CAMBRIDGE CENTER STREET 2: 9TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 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: 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 14D9 BUSINESS ADDRESS: STREET 1: CAMBRIDGE CENTER STREET 2: 9TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-234-3000 MAIL ADDRESS: STREET 1: CAMBRIDGE CENTER STREET 2: 9TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 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 SC 14D9 1 SCHEDULE 14D9 ---------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- Schedule 14D-9 Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 Integrated Resources High Equity Partners, Series 85, A California Limited Partnership - -------------------------------------------------------------------------------- (Name of Subject Company) Integrated Resources High Equity Partners, Series 85, A California Limited Partnership - -------------------------------------------------------------------------------- (Name of Person Filing Statement) Units of Limited Partnership Interest - -------------------------------------------------------------------------------- (Title of Class of Securities) None - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Michael Ashner Resources High Equity, Inc. 100 Jericho Quadrangle Jericho, New York 11753 (516) 822-0022 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) filing Statement) Copy to: David J. Heymann, Esq. Post & Heymann, LLP 100 Jericho Quadrangle Jericho, New York 11753 (516) 681-3636 - -------------------------------------------------------------------------------- 1 Item 1. Security and Subject Company The name of the subject partnership is Integrated Resources High Equity Partners, Series 85, A California Limited Partnership (the "Partnership"), and the address of its principal executive offices is 5 Cambridge Center, 9th Floor, Cambridge, Massachusetts 02142. The title of the class of equity securities to which this Statement relates is Units of Limited Partnership Interest of the Partnership ("Units"). Item 2. Tender Offer of the Bidder This Statement relates to the tender offer of Millennium Funding II LLC (the "Purchaser"), a Delaware limited liability company, to purchase up to 26,936 outstanding Units at a purchase price of $114.60 per Unit, pursuant to the terms and conditions of an Offer to Purchase dated November 24, 1999, and the related Letter of Transmittal (together, the "Offer"). The Offer is being made pursuant to a tender offer statement on Schedule 14D-1 dated November 24, 1999. The address of the executive offices of the Purchaser is 527 Madison Avenue, New York, New York 10022. Item 3. Identity and Background (a) The name and business address of the Partnership, which is the person filing this Statement, are set forth in Item 1 above. (b) The Purchaser is wholly owned by Presidio Capital Investment Company, LLC ("Presidio"). Presidio also indirectly controls the general partners of the Partnership (collectively the "General Partner"). Certain Relationships. The Partnership has a property management services agreement with Resources Supervisory Management Corp. ("Resources Supervisory"), an affiliate of the General Partner, to perform certain functions relating to the management of the properties of the Partnership. Portions of the property management fees were paid to unaffiliated management companies which are engaged for the purpose of performing the management functions for certain properties. For 1998, 1997, and 1996, and for the first nine months of 1999, Resources Supervisory received an aggregate of $371,144, $350,490, $327,759, and $223,707, respectively, of which $212,371, $196,300, $191,956 and $169,701 was paid to unaffiliated management companies, respectively. Resources High Equity, Inc., the Partnership's managing general partner, received reimbursement of expenses of $150,000 per year for the administration of the Partnership for each of 1998, 1997 and 1996, and $112,500 for the first nine months of 1999. Another affiliate of the General Partner was reimbursed for $102,007 of expenses during 1998 and $76,500 of expenses during the first nine months of 1999. The Partnership's managing general partner receives a partnership asset management fee for managing the affairs of the Partnership which, prior to the effectiveness of recent amendments to the Partnership Agreement, was equal to 1.05% of the invested assets (as defined in the Partnership Agreement). Under this method of calculation, the Partnership's managing general partner received a partnership asset management fee of $887,329, $908,172, and $908,172, respectively, for 1998, 1997 and 1996. As a result of the recent amendments to the Partnership Agreement, the Partnership's managing general partner is now entitled to a 2 partnership asset management fee which is equal to 1.25% of the gross asset value of the assets of the Partnership, as determined by an independent appraiser of national reputation selected by the General Partner. The recently enacted amendments provide that for 1999 the managing general partner will be paid an asset management fee of $418,769. The General Partner was allocated 5% of the net income (losses) of the Partnership which in the aggregate, amounted to $146,561, $106,733, $106,736 and $141,354, for 1998, 1997 and 1996 and the first nine months of 1999, respectively, and received $79,160, $75,160, $50,528, and $39,580, respectively, as its 5% share of distributions for those periods. A conflict of interest exists for the General Partner between continuing the Partnership and receiving the fees described above and liquidating the Partnership. The recently enacted amendments also fix the amount the General Partner must pay to the Partnership on liquidation at $3,912,950. This amount is reduced by 10% for each full calendar year after 1998 (prorated for any calendar year in which the Partnership is liquidated on a day of the year which is not December 31) in which the Partnership is not liquidated and will be eliminated if the Partnership has not been liquidated by the end of 2008. The obligation will also be eliminated if the Partnership is reorganized into a publicly-traded entity. Presidio Capital Corp., an affiliate of the Purchaser and of the General Partner, has guaranteed the General Partner's obligation to pay to the Partnership such amounts described above upon the liquidation of the Partnership. A conflict of interest exists for the General Partner between continuing the Partnership and reducing the amount they would be required to pay the Partnership upon liquidation as described above and liquidating the Partnership. The Partnership Agreement provides for the indemnification of the General Partner and its affiliates in certain circumstances. Through September 1999 the Partnership reimbursed the General Partner for $1,034,510 of costs it incurred in defending and preparing the settlement materials in respect of the class action and derivative litigation involving the Partnership referred to in Item 4. Item 4. The Solicitation or Recommendation Because the Purchaser is an affiliate of the General Partner, the Partnership is making no recommendation and is remaining neutral as to whether Unitholders should tender their Units pursuant to the Offer. 3 Item 5. Persons Retained, Employed or to be Compensated None. Item 6. Recent Transfers and Intent with Respect to Securities On November 10, 1999, an affiliate of the Purchaser acquired 3,351 Units from Everest Properties II LLC and its affiliates for $131.61 per Unit. None of the foregoing Units will be tendered in the Offer. Item 7. Certain Negotiations and Transactions by the Subject Company None. Item 8. Additional Information to be Furnished The Offer is being made pursuant to a court-approved settlement of a class action and derivative litigation involving the Partnership (the "Action"). The Action was brought by certain limited partners in the Partnership as well as High Equity Partners L.P. - Series 86 and High Equity Partners L.P. - Series 88 (the "HEP Partnerships"). The complaint in the Action alleged, among other things, various state law class and derivative claims against the General Partner, the general partners of the other HEP Partnerships and certain related parties, including claims for breach of fiduciary duty; breach of contract; unfair and fraudulent business practices; negligence; dissolution, accounting, receivership and removal of general partners; fraud; and negligent misrepresentation. The General Partner and the other defendants in the action at all times considered the action to be without merit and vigorously defended the action. In January 1999 the parties agreed to the terms of a settlement (the "Settlement"). Following a hearing held on April 29, 1999, the California Superior Court approved the Settlement and all of the transactions contemplated thereby and found them to be fair, reasonable and adequate and in the best interest of the settlement class and the Partnership. On August 1999, the Settlement was consummated following the approval of amendments to the Partnership Agreement. The Settlement required the General Partner to cause the Offer to be made and also requires the General Partner to use its best efforts to reorganize the Partnership into a real estate investment trust or other entity whose shares are listed on a national securities exchange or on the NASDAQ National Market System. The reorganization will only occur if it is approved by the holders of a majority of the Units. 4 Item 9. Material to be Filed as Exhibits The following Exhibits are filed herewith: Exhibit (a)(i) Cover Letter to Unitholders from the Partnership dated November 24, 1999. Exhibit (b) None. Exhibit (c) None 5 SIGNATURE After reasonable 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. INTEGRATED RESOURCES HIGH EQUITY PARTNERS, SERIES 85, A CALIFORNIA LIMITED PARTNERSHIP By: Resources High Equity, Inc. Managing General Partner Date: November 24, 1999 By: /s/ Michael Ashner Michael Ashner, President 6 EX-99.(A)(1) 2 CORRESP Exhibit (a)(i) INTEGRATED RESOURCES HIGH EQUITY PARTNERS, SERIES 85, A CALIFORNIA LIMITED PARTNERSHIP 5 Cambridge Center, 9th Floor Cambridge, Massachusetts 02142 (888) 448-5554 November 24, 1999 Dear Limited Partner: Please be advised that the general partners of Integrated Resources High Equity Partners, Series 85, A California Limited Partnership (the "Partnership") are affiliated with Millennium Funding II LLC, the entity making an offer to purchase up to 26,936 units of limited partnership interest in the Partnership. As a result of this affiliation, the Partnership is making no recommendation and is remaining neutral as to whether limited partners should tender their units pursuant to the Offer. We are enclosing for your information a copy of the Schedule 14D-9 which we have filed with the Securities and Exchange Commission which sets forth more detailed information. If you have any questions or would like further information, please contact us at (800) 223-2064. Sincerely, INTEGRATED RESOURCES HIGH EQUITY PARTNERS, SERIES 85, A CALIFORNIA LIMITED PARTNERSHIP -----END PRIVACY-ENHANCED MESSAGE-----