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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 1)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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Arvida/JMB Partners, L.P.
(Name of Subject Company)
Walton Street Capital Acquisition Co. III, L.L.C.
(Bidder)
LIMITED PARTNERSHIP INTERESTS
AND ASSIGNEE INTERESTS THEREIN
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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Edward J. Schneidman
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
(312) 782-0600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
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Amendment No. 1 to Schedule 14D-1
This Amendment No. 1 to Schedule 14D-1 amends the Schedule 14D-1 filed
by Walton Street Capital Acquisition Co. III, L.L.C. with the Securities
and Exchange Commission on June 28, 1996. All capitalized terms used
herein but not otherwise defined shall have the meanings ascribed to such
terms in the Offer to Purchase dated June 27, 1996 (the "Offer to
Purchase") and the related Letter of Acceptance (the "Letter of
Acceptance," as each may be supplemented, modified or amended from time
to time, which together constitute the "Offer").
Item 2. Identity and Background.
Item 2 is hereby amended to add the following:
The Purchaser has engaged in preliminary discussions with various
third parties, including representatives of Raleigh, regarding possibly
bidding jointly with such third parties for the Interests. No agreement has
been reached with any of such parties and there can be no assurance that any
such agreement will be reached.
Item 10. Additional Information.
Item 10(f) is hereby amended to add the following:
The information set forth in the Press Release dated July 26, 1996,
a copy of which is attached hereto as Exhibit (a)(7), is incorporated
herein by reference.
Section 15 of the Offer to Purchase is hereby supplemented as
follows: "Notwithstanding anything to the contrary set forth in this
Section 15, all conditions set forth in this Section 15 must be satisified
or waived prior to the Expiration Date. No amendment to the Schedule 14D-1
filed by the Purchaser shall be deemed to constitute any amendment to, or
waiver by the Purchaser of, any of the conditions set forth in this Section
15, except as may be otherwise expressly set forth in any such amendment."
Item 11. Material to be Filed as Exhibits.
(a)(7) Press Release dated July 26, 1996
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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: July 26, 1996. WALTON STREET CAPITAL ACQUISITION CO.
III, L.L.C.
By: /s/ Jeff Quicksilver
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Jeff Quicksilver
Manager
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EXHIBIT INDEX
Exhibit Description
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(a)(7) Press Release dated July 26, 1996
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CHICAGO, Illinois, July 26, 1996 - - Walton Street Capital
Acquisition Co. III, L.L.C. ("Walton Street") today announced that it has
extended the expiration date of its tender offer for limited partnership
interests and interests held by any assignee of limited partnership
interests ("Interests") in Arvida/JMB Partners, L.P. (the "Partnership")
until 12:00 midnight, Eastern Time, on Thursday, August 1, 1996.
As of the close of business on July 25, 1996, according to information
provided by the Depositary, approximately 4555 Interests of the Partnership had
been tendered to the Depositary, and not withdrawn, pursuant to the terms of
the tender offer.
Copies of any of the tender offer materials may be obtained from the
Trust Company of America, the Information Agent/Depositary for the tender
offers, at 800/797-6812.
CONTACT: Ira J. Schulman (312) 915-2800
