September 13, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: ARVIDA/JMB PARTNERS, L.P.
Commission File No. 0-16976
Form 8-K
___________________________
Gentlemen:
Transmitted, for the above-captioned registrant, is the electronically filed
executed copy of registrant's current report on Form 8-K dated September 13,
1994.
Thank you.
Very truly yours,
ARVIDA/JMB PARTNERS, L.P.
By: Arvida/JMB Managers, Inc.
(The General Partner)
By: GAILEN J. HULL
______________________________
Gailen J. Hull, Vice President
Principal Accounting Officer
GJH/jo
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): September 13, 1994
ARVIDA/JMB PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 0-16976 36-3507015
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
organization)
900 N. Michigan Avenue, Chicago, Illinois 60611-1575
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(Address of principal executive offices)
Registrant's telephone number, including area code: (312) 915-1987
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ARVIDA/JMB PARTNERS, L.P.
Item 5. - Other Events
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The Partnership is seeking a permit to develop 1,156 of the 2,475 gross
acres contained in Increment III of its Weston community, portions of which
are environmentally sensitive areas and are subject to protection as wetlands.
The Partnership's current application for the permit includes proposed
wetlands mitigation of 1,319 acres together with construction of schools,
parks, roads, sewers and related infrastructure, in addition to residential
and commercial development. However, in August 1994 the Environmental
Protection Agency (the "EPA") issued a letter to the United States Army Corps
of Engineers (the "Corps") setting forth the EPA's response to the
Partnership's application. In its response to the Corps, the EPA stated its
position that the Partnership's proposed development of Increment III "will
result in significant degradation of the environment and . . . is not
consistent with Section 404(b)(1) Guidelines [under the Clean Water Act],
which require the applicant to go through the procedural sequence of
avoidance, minimization and compensatory mitigation." The EPA recommended
that no more than 120 gross acres in Increment III be permitted to be
developed. In addition, the EPA recommended that adequate compensatory
mitigation be implemented in connection with such development.
The Partnership believes that the EPA's recommendation is flawed based on
scientific evidence and it continues to pursue issuance of a permit for
development of Increment III on the terms and conditions previously set forth
in its application. The Corps, which is responsible for issuing permits
involving development of wetland areas may accept or reject the EPA's
recommendation relative to the Partnership's application for a permit. The
Corps has not accepted the recommendation of the EPA as of this date and has
advised the Partnership that it is continuing to consider the Partnership's
application as presently submitted. The Corps has also advised that it will
undertake further independent analysis of the wetland impacts and mitigation
in October 1994.
If the Corps issues a permit generally on the terms and conditions set
forth in the Partnership's previously submitted application, the EPA could
seek to veto the permit through an administrative proceeding under Section
404(c) of the Clean Water Act, although such proceedings historically have not
been instituted. Alternatively, the EPA could request an elevation of the
determination to issue a permit. If the Corps agrees with the request for
elevation, the effectiveness of a permit issued by the Corps would be stayed
while the Assistant Secretary of the Civil Works for the Corps and the
Assistant Administrator for Water for the EPA review the issuance of a permit
and resolve the differing views of the agencies. Such resolution could result
in a decision upholding, modifying or retracting the permit.
If the Corps agrees with the EPA's recommendation, or if a permit were
not otherwise obtained by the Partnership through the administrative process,
the Partnership may seek a judicial review in federal district court of an
administrative decision denying a permit on the grounds that such decision, in
light of all of the facts and circumstances, is, among other things, arbitrary
and capricious and an abuse of administrative discretion. Additionally, the
Partnership could initiate an action in the United States Court of Federal
Claims seeking a determination that the administrative denial of a permit
constitutes a "taking" of the Partnership's property that it is unable to
develop for which the Partnership is due just compensation. The pursuit of
these legal actions would likely be lengthy.
The Partnership continues to believe that it will ultimately obtain a
permit from the Corps to develop Increment III of the Weston community on
substantially the same terms and conditions for which it has currently
applied. However, there is no assurance that such a permit will in fact be
obtained or, if not obtained, that the Partnership would be successful in
pursuing the above-mentioned legal actions. In addition, if such a permit
were obtained, the Partnership would also need certain other approvals,
including state and local approvals, to develop Increment III in accordance
with the Partnership's current development plans. If such a permit and other
approvals are not obtained, the Partnership would be required to significantly
revise its development plans for the remaining portions of Increments I and II
of the Weston community to be developed, as well as its development plans for
Increment III. Such revisions would have a material adverse impact on the
timing and amount of net income and net cash flow ultimately realized by the
Partnership from the development of the Weston community.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
____________________________________________________________________________
(a) Financial Statements. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits. Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ARVIDA/JMB PARTNERS, L.P.
By: Arvida/JMB Managers, Inc.
(The General Partner)
By: GAILEN J. HULL
________________________________
Gailen J. Hull, Vice President
Principal Accounting Officer
Dated: September 13, 1994
