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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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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)
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Edward W. Kerson, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of the Person(s) Filing Statement)
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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 411 West Putnam Avenue, Greenwich,
Connecticut 06830. The title of the class of equity securities
to which this statement relates is Units of Limited Partnership
Interest ("Units").
ITEM 2. TENDER OFFER OF THE BIDDER
This statement relates to an offer by Olympia Investors
L.P., a Delaware limited partnership (the "Purchaser"), disclosed
in a Tender Offer Statement on Schedule 14D-1 dated March 12,
1998 (the "Schedule 14D-1"), to purchase up to 160,000 Units at a
purchase price of $95.00 per Unit, net to the seller in cash,
without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated March 12, 1998 and the
related Letter of Transmittal, as each may be supplemented,
modified or amended from time to time (which collectively
constitute the "Offer" and are contained within the Schedule.
14D-1).
The address of the Purchaser's principal office is 100
South Bedford Road, Mount Kisco, New York 10549.
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) (i) The general partners responsible for
management of the Partnership's business are Resources High
Equity, Inc. and Presidio AGP Corp., each a Delaware corporation
(collectively, the "General Partners"). Except as described
below, there are no material contracts, agreements, arrangements
or understandings or any actual or potential conflicts of
interest between the General Partners or their affiliates and the
Partnership, its executive officers, directors or affiliates.
The Partnership has a property management services
agreement with Resources Supervisory Management Corp. ("Resources
Supervisory"), an affiliate of the General Partners, to perform
certain functions relating to the management of the properties of
the Partnership. A portion of the property management fees are
paid to unaffiliated management companies, which perform certain
management functions for certain properties. For the years ended
December 31,1997, 1996 and 1995, Resources Supervisory was
entitled to $350,490, $327,759 and $303,936, respectively, of
which $196,300, $191,956 and $161,137, respectively, was paid to
unaffiliated management companies. For the administration of the
Partnership, Resources High Equity, Inc., the Managing General
Partner, received $150,000 for each of the years ended December
31, 1997, 1996 and 1995. For managing the affairs of the
Partnership, Resources High Equity, Inc. received a partnership
asset management fee of $908,172 for each of the years ended
December 31, 1997, 1996 and 1995.
The General Partners have been allocated 5% of the net
income (losses) of the Partnership, which amounted to $106,733,
$106,736 and ($931,247) for the years ended December 31, 1997,
1996 and 1995, respectively, and received $75,160, $50,528 and
$50,528 as its 5% share of distributions for such respective
periods. During 1997, Wexford Management LLC, formerly an
affiliate of the General Partners, received expense
reimbursements of $42,000 for performing administrative services
for the Partnership.
Under the Partnership's partnership agreement, if the
compensation paid to the General Partners and their affiliates
over the term of the Partnership exceeds certain maximum amounts
determined by formula under the partnership agreement, then, in
connection with the liquidation of the Partnership, the General
Partners are obligated to repay such excess to the limited
partners. Although such amount can only be determined at the
time of liquidation (which is not required for a number of
years), it is estimated that, if the Partnership were liquidated
now and realized the appraised values set forth in Item 4 below,
the General Partners would be obligated to pay $5,666,037 to the
limited partners. However, such amount could be reduced in
connection with future Partnership operations. Through ownership
of an aggregate of 39,123 Units (i.e., 9.8% of the outstanding
Units) by affiliates of the General Partners (excluding Units
affiliates of the General Partners may acquire from the
Purchaser, as described in (b)(ii) below), the potential
liability of the General Partners is effectively reduced.
The General Partners are subject to certain conflicts
of interest in connection with the Offer. Under the agreement
with the Purchaser described in (b)(ii) below, an affiliate of
the General Partners has agreed, among other things, to
cooperate, and to cause the General Partners to cooperate, to
facilitate the Offer and to take a neutral stance with respect to
the Offer. In addition, the partnership agreement provides that,
without the concurrence of the General Partners, a majority in
interest of the limited partners may vote to remove the General
Partners or amend the partnership agreement (including amending
certain fees and compensation payable or authorized to be payable
to the General Partners or their affiliates); the ownership of a
large block of Units by any person increases the likelihood the
General Partners may be removed or the partnership agreement may
be amended, should that person become a limited partner or
otherwise acquire the voting rights of a limited partner. In
addition, since the property management arrangements between
affiliates of the General Partners and the Partnership are
terminable, removal of the General Partners or the amendment of
the partnership agreement could result in a reduction of
management fee income from the Partnership to such affiliates.
If a large number of Units are tendered pursuant to the Offer,
the likelihood of such removal or amendment could increase. However, as
described in (b)(ii) below, the Purchaser has agreed,
among other things, (i) subject to certain terms and conditions,
to permit an affiliate of the General Partners to purchase Units
the Purchaser acquires in the Offer and (ii) not to acquire
Units, other than in the Offer, or take certain other action for
approximately three years. Accordingly, during that three-year
period, the Purchaser will not be in a position unilaterally to
remove the General Partners or amend the partnership agreement,
and if affiliates of the General Partners acquire Units from the
Purchaser that the Purchaser acquires in the Offer, it may become
increasingly difficult for any other party to acquire a large
block of Units and affect management of the Partnership.
(b) (ii) Except as described below, there are no
material contracts, agreements, arrangements or understandings or
any actual or potential conflicts of interest between the
Partnership or its affiliates and the Purchaser or its
affiliates.
On September 11, 1997 and February 13, 1998, an
affiliate of the Purchaser sent letters to the General Partners
of the Partnership and the general partners of two related
partnerships, High Equity Partners L.P. - Series 86 and High
Equity Partners L.P. - Series 88 (collectively, the "Related
Partnerships") requesting lists of limited partners of the
Partnership and the Related Partnerships (collectively, the
"Partnerships") to enable one of its affiliates to make a tender
offer for units of limited partnership interest in each of the
Partnerships (collectively, "HEP Units"). The Purchaser received
the lists on March 10, 1998.
In late October 1997, an affiliate of the Purchaser
contacted the managing partner of Northstar Capital Partners
("Northstar"), which indirectly controls the general partners of
the Partnerships (collectively, the "HEP General Partners"), to
discuss a joint tender offer for HEP Units. That party met with
the managing partner of Northstar on November 3, 1997 to discuss
the subject. The parties were unable to reach agreement at that
time. Thereafter, affiliates of the Purchaser and Northstar
discussed the matter from time to time.
At various times from late December 1997 to early March
1998, affiliates of Northstar and the Purchaser and their
respective counsel attended meetings and discussed and negotiated
the terms of the agreement described below. The agreement
provides, among other things, for: (i) the Purchaser's tender
offers for up to 40% of the outstanding HEP Units of the
Partnerships, and the cooperation of the General Partners to
facilitate such offers (including furnishing the Purchaser with
limited partner lists for use in connection with the tender
offers and taking a neutral stance with respect to the tender
offers) and the transfer of tendered HEP Units to the Purchaser
without transfer fees; (ii) an agreement by the Purchaser and its
affiliates to limit their acquisition of HEP Units to those
acquired in the tender offers and to limit their acquisition of
assets or properties of the Partnerships to properties or assets
the General Partners or their affiliates have publicly announced
their intention to sell or in respect of which they have hired a
broker; (iii) an agreement by the Purchaser and its affiliates
not to (A) seek the removal of the HEP General Partners or call
any meeting of limited partners of the Partnerships; (B) make any
proposal to or seek proxies from limited partners of the
Partnerships; or (C) act, either alone or in concert with others,
to seek to control the management, policies or affairs of the
Partnerships or to effect any business combination or other
extraordinary transaction with the Partnerships or the HEP
General Partners; (iv) an agreement by the Purchaser and its
affiliates to vote all HEP Units owned by them in favor of a
proposal, if any, by the HEP General Partners resulting in
limited partners receiving securities listed on NASDAQ or a
national securities exchange; (v) the Purchaser's grant to an
affiliate of the HEP General Partners of an option to purchase
50% of the Units acquired in the Offer at a price equal to the
lesser of the price paid by the Purchaser or $110.68 per Unit
(except that the $110.68 per Unit limitation does not apply, if
the purchase price in the Offer is increased to more than $110.68
in response to a competing bid), plus 50% of the Purchaser's
costs associated with the Offer; (vi) the grant to that same
affiliate of the General Partners of a similar option to purchase
50% of the HEP Units in the Related Partnerships acquired
pursuant to the tender offers; and (vii) an agreement pursuant to
which either party can initiate so-called "buy/sell" procedures
by notifying the other of a specified price per HEP Unit (not to
exceed the then current net asset value of the HEP 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 the HEP Units acquired in connection with the
tender offer from the initiating party or to sell the HEP Units
to the initiating party. The agreements of the Purchaser and its
affiliates described in clauses (ii), (iii) and (iv) above expire
on March 6, 2001 (the "Standstill Expiration Date"), but may
expire earlier under certain circumstances. In connection with
the negotiation of the agreement, Northstar and its affiliates
furnished the Purchaser appraisals of each of the Partnerships'
properties prepared by an independent appraisal firm in the
summer of 1997 (the "Appraisal Information"). See Item 4 below.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) The General Partners are expressing no opinion and
are remaining neutral with respect to the Offer.
(b) The purchase price being offered by the Purchaser
is 26% less than $128.23, which is an amount (the "Deemed Net
Asset Value Per Unit") equal to (i) the sum of the appraisal
value of the partnership's real asset (based on the Appraisal
Information) plus the Partnership's net current assets at
December 31, 1997 (based on the Partnership's balance sheet at
that date), divided by (ii) the number of outstanding Units at
December 31, 1997. However, the Offer provides Unitholders with
the immediate opportunity to liquidate their investment in the
Partnership at a price that generally exceeds recent secondary
market selling prices for Units. Certain Unitholders may find
that 26% discount acceptable, if they want the certainty of an
immediate cash purchase in exchange for their Units. Other
Unitholders who do not want immediate cash, however, may prefer
to continue to retain their investment in the Partnership and
potentially receive a greater amount for their Units. Because of
differing motivations Unitholders may have, the General Partners
are not making a recommendation and are remaining neutral with
respect to the Offer. See Item 3(b)(i) above regarding certain
conflicts of interest to which the General Partners are subject.
Although the General Partners are not making a
recommendation with respect to the Offer, the General Partners
believe Unitholders should consider, among others, the following
factors in deciding whether to accept or reject the Offer:
1. Although the value of the Units is not certain and
there is no established public trading market for the Units, the
Deemed Net Asset Value Per Unit estimated by the General Partners
is $128.23, compared with the $95.00 per Unit price in the Offer.
The Deemed Net Asset Value Per Unit was determined based on
independent third party appraisals obtained by the Partnerships
in the summer of 1997, and take into account the other assets and
liabilities of the Partnership reflected on the Partnership's
December 31, 1997 balance sheet. The Deemed Net Asset Value Per
Unit does not necessarily reflect the amount a Unitholder would
receive if the Partnership were liquidated, and does not take
into account transaction costs relating to the sale of the
Partnership's properties, which would reduce the amounts
available for distribution. There can be no assurance that the
actual value of a Unit was not more or less than the Deemed Net
Asset Value Per Unit, or that the value of a Unit will not
increase or decrease.
The Appraisal Information was obtained in connection
with the General Partners' consideration of a possible plan to
reorganize the Partnerships. The following table sets forth the
market value of each of the Partnership's properties as specified
in the Appraisal Information. (In the case of joint venture
investments, the value represents the Partnership's proportionate
interest in the joint venture. There is no discount to reflect
the fact that certain real estate in which the Partnership has an
interest is held by joint ventures with affiliated partnerships
in which the Partnership itself does not have a controlling
interest or the unilateral power to effect a sale of the entire
property.)
Value of Aggregate Percentage of
Partnership's Appraised Interest of
Property Interest Value Partnership
________ _____________ _________ _____________
Westbrook Mall
Shopping Center(1) $ 1,600,000 $ 1,600,000 100.000%
Southport Shopping
Center 19,300,000 19,300,000 100.000
Loch Raven Plaza 7,100,000 7,100,000 100.000
Century Park I 8,000,000 16,000,000 50.000
568 Broadway 9,731,250 25,000,000 38.925
Seattle Tower 5,500,000 11,000,000 50.000
TOTAL $51,231,250 $80,000,000
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(1) The Partnership has entered into a contract to sell its
interest in this property for $1,700,000. The purchaser
is conducting a due diligence review of the property, and
there is no assurance the transaction will close.
The sum of the appraised value of the Partnership's
real estate plus the Partnership's net current assets at December
31, 1997 equals $53,992,932, or $128.23 per Unit.
2. Secondary market sales activity for the Units,
including privately negotiated sales, has been limited. At
present, privately negotiated sales and sales through
intermediaries (e.g., through the trading system operated by
American Partnership Board, Inc., which publishes sell offers by
holders of Units) are the only means available to a Unitholder to
liquidate an investment in Units (other than the Offer and other
possible tender offers) because the Units are not listed or
traded on any exchange or quoted on any NASDAQ list or system.
According to Partnership Spectrum, an independent industry
publication, between December 1, 1997 and January 31, 1998, there
were 1,201 Units traded in the secondary market between a high of
$81.11 per Unit and a low of $58.00 per Unit, with a weighted
average price of $66.30 per Unit. Such prices do not take into
account commissions and other transactional costs payable by
sellers of Units (which typically range between 8% and 10% of the
reported selling price). In addition, such prices do not reflect
the $83.99 and $84.56 prices per Unit paid by an affiliate of the
General Partners in late January 1998, or the $110.00 per Unit
paid by an affiliate of the General Partners in mid-February
1998. See Item 6 below.
3. Three tender offers for Units have occurred since
1996. Each offer has been for fewer than 5% of the outstanding
Units. The offer prices have been $30.00 per Unit (in a November
1996 tender offer), $51.00 per Unit (in a February 1997 tender
offer) and $75.00 per Unit (in a December 1997 tender offer).
These tender offers have afforded only a modest amount of
liquidity to limited partners, and, in each case, the General
Partners have recommended that limited partners reject the offer.
4. The General Partners are actively considering a
variety of plans to enhance the value and liquidity of the Units.
The plans have included possible conversion of the Partnership
into an actively traded real estate investment trust (the
"Reorganization Plan"), in which, the General Partners believe,
the trading price for the securities that would be issued in
exchange for the Units could be greater than the trading price
currently available in the secondary market. The Reorganization
Plan would require as a condition to its consummation, among
other things, the approval by holders of a majority of the
outstanding Units. There can be no assurance the Reorganization
Plan, or any other plan, will actually be proposed by the General
Partners, or, if proposed, will be approved by holders of a
majority of the outstanding Units or consummated.
5. Unitholders who tender their Units will be giving
up the opportunity to participate in any potential benefits
represented by ownership of such Units, including participation
in possible future tender offers by the Purchaser or its
affiliates, possible distributions by the Partnership, possible
appreciation in the value of the Units and participation in any
reorganization of the Partnership, including the Reorganization
Plan, or resolution or disposition of the litigation described in
paragraph 10 below.
6. The agreement among the Purchaser and affiliates
of the General Partners described in Item 3 above creates certain
conflicts of interest for the General Partners with respect to
the Offer.
7. Unitholders could, as an alternative to tendering
their Units, propose a variety of possible actions, including
liquidation of the Partnership or removal and replacement of the
General Partners.
8. Depending upon the number of Units tendered
pursuant to the Offer and whether the Purchaser or its
affiliates, on the one hand, or affiliates of the General
Partners, on the other hand, acquire Units from the other
pursuant to the agreement described in Item 3 above, the
Purchaser or its affiliates, on the one hand, or the General
Partners or their affiliates, on the other hand, could be in a
stronger position to influence significantly all Partnership
decisions on which Unitholders may vote, including decisions
regarding removal of the General Partners, merger, sales of
assets and liquidation. Accordingly, (i) non-tendering
Unitholders could be prevented from taking action they desire
that the Purchaser or the General Partners, as the case may be,
oppose, and (ii) the Purchaser or the General Partners, as the
case may be, may be able to take action opposed by non-tendering
Unitholders.
9. Pursuant to the partnership agreement, transfers
of Units that would cause a termination of the Partnership for
federal income tax purposes (which may occur when 50% or more of
the Units are transferred in a 12-month period) are not
permitted. Depending upon the number of Units tendered pursuant
to the Offer, sales of Units on the secondary market for the
12-month period following completion of the Offer may be limited.
The Partnership will not process a request for transfer of Units
during that 12-month period, if the General Partners believe the
transfer may cause a tax termination. In determining the number
of Units subject to the Offer, the parties to the agreement
described in Item 3 above took this restriction into account to
permit historical levels of transfers to occur after consummation
of the Offer without violating this restriction.
10. In May 1993, limited partners in the Partnerships
commenced a class action (the "California Action") on behalf of
all investors against the HEP General Partners and certain
related persons and entities asserting various claims arising
from alleged mismanagement of the Partnerships. On November 30,
1995, the original plaintiffs and intervening plaintiffs filed a
consolidated class and derivative action complaint (the
"Complaint") alleging various state law class and derivative
claims, including claims for breach of fiduciary duty; breach of
contract; unfair and fraudulent business practices under
California Bus. & Prof. Code Section 17200; negligence;
dissolution, accounting, receivership and removal of general
partner; fraud; and negligent misrepresentation. The
Consolidated Complaint alleges, among other things, that the HEP
General Partners caused a waste of the Partnerships' assets by
collecting management fees in lieu of pursuing a strategy to
maximize the value of the investments owned by the investors in
the Partnerships, that the HEP General Partners breached their
duty of loyalty and due care to the investors by expropriating
management fees from the Partnerships without trying to run the
Partnerships for the purposes for which they were intended; that
the HEP General Partners were acting improperly to entrench
themselves in their position of control over the Partnerships and
that their actions prevented non-affiliated entities from making
and completing tender offers to purchase HEP Units; that, by
refusing to seek the sale of the Partnerships' properties, the
HEP General Partners diminished the value of the investors'
equity in the Partnerships; that the HEP General Partners took
heavily overvalued asset management fees; and that HEP Units were
sold and marketed through the use of false and misleading
statements.
In early 1996, the parties submitted a proposed
settlement to the court (the "Proposed Settlement"), which
contemplated a reorganization of the three Partnerships into a
single real estate investment trust, pursuant to which
approximately 85% of the shares of the real estate investment
trust would have been allocated to investors in the aggregate
(assuming each of the HEP Partnerships participated in the
reorganization) and approximately 15% of the shares would have
been allocated to the HEP General Partners. In February 1997,
the Court declined to grant final approval of the Proposed
Settlement.
The plaintiffs have filed an amended complaint, which
generally asserts the same claims as the earlier Consolidated
Complaint but contains more detailed factual assertions and
eliminates some claims they had previously asserted. The HEP
General Partners believe that the amended complaint was subject
to challenge on legal grounds and filed demurrers and a motion to
strike. In October 1997, the Court granted substantial portions
of the HEP General Partners' motions. Thereafter, the HEP
General Partners served answers denying the allegations and
asserting numerous defenses.
The plaintiffs and the HEP General Partners recently
have engaged in discussions relating to a possible settlement of
the California Action, including discussions regarding a possible
tender offer by the Partnership or the General Partners or their
affiliates for Units at a price that may exceed the price in the
Offer. There can be no assurance the parties will enter into a
settlement agreement, or that the court will approve any such
settlement agreement.
The HEP General Partners believe each of the claims
asserted is meritless and intend to continue vigorously to defend
the California Action. The partnership agreement provides for
indemnification of the General Partner and their affiliates in
certain circumstances. The Partnership has agreed to reimburse
the General Partners for the actual costs incurred in defending
the California Action and the costs of preparing settlement
materials. Through December 31, 1997, the General Partners had
billed the Partnership a total of $1,034,510 for these costs,
$824,510 of which was paid in February 1997.
ITEM 5. PERSONS RETAINED, EMPLOYED, OR TO BE COMPENSATED
Neither the Partnership nor any person acting on its
behalf has employed, retained or compensated, or intends to
employ, retain or compensate, any person to make solicitations or
recommendations to Unitholders on its behalf concerning the
Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT
TO SECURITIES
(a) Except as set forth below, neither the Partnership
nor the General Partners have effected any transactions in the
Units during the past 60 days. Except as set forth below, the
General Partners are not aware of any transactions in the Units
during the past 60 days by any of its executive officers
directors, affiliates or subsidiaries.
(b) Neither the General Partners nor, to the knowledge
of the General Partners, any of their executive officers,
directors, affiliates or subsidiaries intend to tender Units
owned by them to the Purchaser pursuant to the Offer.
Within the past 60 days, Millenium Funding II Corp. (a
wholly-owned subsidiary of Presidio Capital Corp., of which the
General Partners are themselves wholly-owned subsidiaries)
purchased the numbers of Units set forth below at the prices
indicated. Each transaction was effected in a brokerage
transaction, except for the transaction on February 5, 1998,
which was a privately negotiated transaction.
Date Number of Units Price Per Unit Aggregate Price
____ _______________ ______________ ______________
1/26/98 17 $ 83.99 $ 1,427.87
1/28/98 261 84.56 22,070.16
1/28/98 186 84.56 15,728.63
2/2/98 40 85.00 3,400.00
2/2/98 100 86.04 8,604.00
2/5/98 11,317 110.00 1,244,870.00
2/6/98 145 84.56 12,261.56
2/11/98 193 84.56 16,320.56
2/16/98 294 84.56 24,861.38
2/16/98 100 84.56 8,456.25
2/17/98 60 82.52 4,951.00
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY
THE SUBJECT COMPANY
(a) Except as set forth in Item 3 or 4 above, no
negotiation is being undertaken or is underway by the Partnership
in response to the Offer that relates to or would result in (i)
an extraordinary transaction, such as a merger or reorganization,
involving the Partnership; (ii) a purchase, sale or transfer of a
material amount of assets by the Partnership; (ii) a purchase,
sale or transfer of a material amount of assets by the
Partnership; (iii) a tender offer for or other acquisition of
securities by or of the Partnership; or (iv) any material change
in the present capitalization or dividend policy of the
Partnership.
As set forth in Item 4 above, the General Partners are
actively considering a variety of plans to explore on value and
liquidity from Units. These may include a sale of all or
substantially all the Partnership's assets, a consolidation, a
merger, financings of Partnership properties followed by
distributions or a tender offer for Units at a price in excess of
the Offer. However, except as set forth in Item 3 or 4 above, no
plans for, or negotiations relating to, any of these types of
transactions have been made, and there can be no assurances that
any such discussions or plans will be developed or that any such
transactions could be successfully consummated.
(b) There are no transactions, board resolutions,
agreements in principle or signed contracts in response to the
Offer that relate to or would result in one or more of the
matters referred to in (a) above.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
The General Partners have in the past received numerous
requests from third parties requesting that such parties be
provided with a list of the Partnership's Unitholders. Such a
list has been provided by the General Partners to parties only
where the General Partners have been satisfied that such list has
been properly requested by a person entitled by the partnership
agreement to receive the list and/or the party requesting the
list has demonstrated that such party has a proper Partnership
business purpose in connection with such request, or the General
Partners have been satisfied that the Partnership and the
Unitholders have obtained appropriate protections from such party
with respect to the use of the list. The General Partners agreed
to provide a list of the Partnership's Unitholders to the
Purchasers in connection with the agreement by the Purchaser and
its parent that such parties and their affiliates, among other
things, would refrain from acquiring Units in the next three
years, except pursuant to the Offer. See Item 3 above.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a) Form of letter to Unitholders from the
Partnership dated March 25, 1998.
(c)(i) Agreement dated as of March 6, 1998 among
Presidio Capital Corp., American Real Estate
Holdings, L.P. and Olympia Investors L.P.
(ii) Agreement of limited partnership of the
Partnership, as amended.
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.
Dated: March 25, 1998
INTEGRATED RESOURCES HIGH EQUITY
PARTNERS, SERIES 85, A CALIFORNIA
LIMITED PARTNERSHIP
By: RESOURCES HIGH EQUITY, INC., a
general partner
By: /s/ Allan B. Rothschild
Name: Allan B. Rothschild
Title: Executive Vice President