<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT No. 7)
-----------------------
ARVIDA/JMB PARTNERS, L.P.
a Delaware Limited Partnership
(Name of Subject Company)
RALEIGH CAPITAL ASSOCIATES L.P.
RALEIGH GP CORP.
ROCKLAND PARTNERS, INC.
ZEPHYR PARTNERS
(Bidders)
LIMITED PARTNERSHIP INTERESTS AND ASSIGNEE INTERESTS THEREIN
(Title of Class of Securities)
NONE
(CUSIP Number of Class
of Securities)
-----------------------
Michael L. Ashner Copy to:
Raleigh Capital Associates L.P. Mark I. Fisher
100 Jericho Quadrangle Todd J. Emmerman
Suite 214 Rosenman & Colin LLP
Jericho, New York 11735-2717 575 Madison Avenue
(516) 822-0022 New York, New York 10022-2585
(212) 940-8800
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Transaction Amount of
Valuation* Filing Fee
---------- ----------
$85,285,000 $17,057.00
* For purposes of calculating the filing fee only. This amount assumes the
purchase of 185,000 Limited Partnership Interests ("Units") of the subject
company for $461 per Unit in cash.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and date of its filing.
<TABLE>
<C> <S>
Amount previously paid: $17,057.00 Filing Party: Raleigh Capital Associates L.P.
------------- -------------------------------
Form or registration no.: Schedule 14D-1 Date Filed: June 19, 1996
-------------- -------------
</TABLE>
<PAGE> 2
CUSIP No.: None 14D-1 Page 2 of 10 Pages
----
- -------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
RALEIGH CAPITAL ASSOCIATES L.P.
- ------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [x]
(b) [ ]
- ------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------
4. Sources of Funds (See Instructions)
AF; WC
- ------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
[ ]
- ------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- ------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting
Person
5 Units
- ------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
[ ]
- ------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
Less than 1%
- ------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)
PN
<PAGE> 3
CUSIP No.: None 14D-1 Page 3 of 10 Pages
----
- -------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
RALEIGH GP CORP.
- ------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [x]
(b) [ ]
- ------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------
4. Sources of Funds (See Instructions)
N/A
- ------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
[ ]
- ------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- ------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting
Person
5 Units*
- ------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
[ ]
- ------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
Less than 1%
- ------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)
CO
- --------------------------------------
* Reflects beneficial ownership by Raleigh Capital Associates L.P. (of which
Raleigh GP Corp. is a general partner).
<PAGE> 4
CUSIP No.: None 14D-1 Page 4 of 10 Pages
----
- ------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ROCKLAND PARTNERS, INC.
- ------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [x]
(b) [ ]
- ------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------
4. Sources of Funds (See Instructions)
N/A
- ------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
[ ]
- ------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- ------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting
Person
10 Units*
- ------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
[ ]
- ------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
Less than 1%
- ------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)
CO
- --------------------------------------
* Reflects beneficial ownership of 5 Units by Rockland Partners, L.P. (of which
Rockland Partners, Inc. is the general partner) and 5 Units beneficially owned
by Raleigh Capital Associates L.P. (of which Rockland Partners, Inc. is a
general partner).
<PAGE> 5
CUSIP No.: None 14D-1 Page 5 of 10 Pages
----
- ------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ZEPHYR PARTNERS
- ------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [x]
(b) [ ]
- ------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------
4. Sources of Funds (See Instructions)
N/A
- ------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
[ ]
- ------------------------------------------------------------------
6. Citizenship or Place of Organization
New York
- ------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting
Person
10 Units*
- ------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
[ ]
- ------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
Less than 1%
- ------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)
PN
- --------------------------------------
* Reflects beneficial ownership of 5 Units by Longacre Corp., an affiliate of
Zephyr Partners, and beneficial ownership of 5 Units by Raleigh Capital
Associates L.P. (of which Zephyr Partners is a general partner).
5
<PAGE> 6
AMENDMENT NO. 7 TO SCHEDULE 14D-1
This Amendment No. 7 amends the Tender Offer Statement on Schedule 14D-1
filed with the Commission on June 19, 1996 by Raleigh Capital Associates L.P.,
a Delaware limited partnership (the "Purchaser"), as amended by Amendment Nos.
1, 2, 3, 4, 5 and 6 thereto (the "Schedule 14D-1"), relating to the tender
offer by the Purchaser to purchase up to 185,000 of the outstanding limited
partnership interests and assignee interests therein ("Units") of Arvida/JMB
Partners, L.P., a Delaware limited partnership (the "Partnership"), at a
purchase price of $461 per Unit, less the amount of any distributions declared
or made with respect to the Units between June 19, 1996 (the "Offer Date") and
the date of payment of the Purchase Price by the Purchaser, net to the seller
in cash, without interest, upon the terms set forth in the Offer to Purchase
dated June 19, 1996 (the "Offer to Purchase") and in the related Letter of
Transmittal, as each may be supplemented or amended from time to time (which
together constitute the "Offer"), to include the information set forth below.
Terms not otherwise defined herein shall have the meaning ascribed to them in
the Schedule 14D-1 and the Offer to Purchase.
Item 2. Identity and Background.
Item 2 is hereby supplemented and amended as follows:
Zephyr Partners is being added as a co-bidder. The information set
forth in "Section 11. Certain Information Concerning the Purchaser." and
Schedule 1 of Supplement No. 2 to the Offer to Purchase, a copy of which is
attached hereto as Exhibit (a)(22) ("Supplement No. 2"), is incorporated herein
by reference.
Item 3. Past Contacts, Transactions or Negotiations With the Subject
Company.
Item 3 is hereby supplemented and amended as follows:
The information set forth in the letter agreements and letters attached
hereto as Exhibits (a)(24), (a)(25), (a)(26) and (a)(27) is incorporated herein
by reference.
6
<PAGE> 7
Item 5. Purpose of the Tender Offer and Plans or Proposals of the
the Bidder.
Item 5 is hereby supplemented and amended as follows:
The information set forth in "Section 8. Future Plans." of Supplement
No. 2 is incorporated herein by reference.
Item 6. Interest in Securities of the Subject Company.
Item 6(a) is hereby supplemented and amended as follows:
The information set forth in "Section 11. Certain Information
Concerning the Purchaser." of Supplement No. 2 is incorporated herein by
reference.
Item 7. Contracts, Arrangements, Understandings or Relationships With
Respect to the Subject Company's Securities.
Item 7 is hereby supplemented and amended as follows:
The information set forth in "Section 11. Certain Information
Concerning the Purchaser." of Supplement No. 2 and the letter agreement
attached hereto as Exhibit (a)(23) is incorporated herein by reference.
Item 10. Additional Information.
Item 10(f) is hereby supplemented and amended as follows:
The information set forth in Supplement No. 2, a copy of which is
attached hereto as Exhibit (a)(22), is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby supplemented and amended by adding the
following, copies of which are attached hereto as exhibits:
99.(a)(21) Cover letter to Unitholders
99.(a)(22) Supplement No. 2 to Offer to Purchase
7
<PAGE> 8
dated July 22, 1996
99.(a)(23) Letter Agreement between the
Purchaser, Zephyr Partners and Boreas Partners, L.P.,
dated July 22, 1996
99.(a)(24) Letter Agreement between the Purchaser
and the Partnership, dated July 18, 1996
99.(a)(25) Letter Agreement between Longacre Corp.
and the Partnership, dated June 27, 1996
99.(a)(26) Letter from the Partnership to the Purchaser, dated
July 19, 1996
99.(a)(27) Letter from the Purchaser to the Partnership, dated
July 22, 1996
8
<PAGE> 9
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 23, 1996 RALEIGH CAPITAL ASSOCIATES L.P.
By: Raleigh GP Corp., General Partner
By: /s/ Peter Braverman
--------------------------
Name: Peter Braverman
Title: Vice President
By: ROCKLAND PARTNERS, INC.,
General Partner
By: /s/ Jonathan Paul
--------------------------
Name: Jonathan Paul
Title: Vice President
By: ZEPHYR PARTNERS
By: GP Aeolus Inc., General Partner
By: /s/ Edward Mattner
--------------------------
Name: Edward Mattner
Title: Vice President
By: AREHGP INC., General Partner
By: /s/ John Saldarelli
--------------------------
Name: John Saldarelli
Title: President
RALEIGH GP CORP.
By: /s/ Peter Braverman
--------------------------------
Name: Peter Braverman
Title: Vice President
9
<PAGE> 10
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 23, 1996 ROCKLAND PARTNERS, INC.
By: /s/ Jonathan Paul
-------------------------
Name: Jonathan Paul
Title: Vice President
ZEPHYR PARTNERS
By: GP Aeolus Inc., General Partner
By: /s/ Edward Mattner
-------------------------
Name: Edward Mattner
Title: Vice President
By: AREHGP INC., General Partner
By: /s/ John Saldarelli
------------------------
Name: John Saldarelli
Title: President
10
<PAGE> 11
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C> <C>
99.(a)(21) Cover letter to Unitholders
99.(a)(22) Supplement No. 2 to Offer to Purchase dated July 22, 1996
99.(a)(23) Letter Agreement between the Purchaser, Zephyr Partners and Boreas
Partners, L.P, dated July 22, 1996
99.(a)(24) Letter Agreement between the Purchaser and the Partnership, dated
July 18, 1996
99.(a)(25) Letter Agreement between Longacre Corp. and the Partnership, dated
June 27, 1996
99.(a)(26) Letter from the Partnership to the Purchaser, dated July 19, 1996
99.(a)(27) Letter from the Purchaser to the Partnership, dated July 22, 1996
</TABLE>
<PAGE> 1
EXHIBIT 99.(a)(21)
SPECIAL INVESTOR NOTICE
RALEIGH CAPITAL ASSOCIATES L.P. ANNOUNCES THAT
BOREAS PARTNERS, L.P. HAS WITHDRAWN
ITS $460 OFFER AND JOINED RALEIGH.
RALEIGH'S $461 OFFER IS THE HIGHEST OFFER.
o HIGHEST OFFER. THE RALEIGH OFFER IS THE ONLY COMPETITIVE OFFER
AND EXCEEDS THE NEXT HIGHEST OFFER BY OVER $40 PER UNIT.
o OFFER ENDS SOON. THE RALEIGH OFFER IS SCHEDULED TO EXPIRE ON
AUGUST 1, 1996.
o GENERAL PARTNER REFUSES TO VALUE INTERESTS. THE GENERAL PARTNER
HAS SPECIFICALLY STATED IN A LETTER TO RALEIGH THAT IT WILL NOT
TELL YOU THE CURRENT FAIR MARKET VALUE OF A PARTNERSHIP INTEREST.
THE PRICE PROVIDED BY THE GENERAL PARTNER IS NOT A CURRENT MARKET
VALUE BUT RATHER AN ESTIMATE OF THE VALUE OF A UNIT IF THE
PARTNERSHIP IS LIQUIDATED SIX YEARS FROM NOW, ASSUMING THAT
CIRCUMSTANCES AND MARKETS REMAIN THE SAME AS TODAY.
The bottom line: Consult your advisors and make an informed decision.
If you desire liquidity now, to be free of the General Partner's continued
draining of cash from your investment, or if 6 or more years appears longer
than you want to hold your illiquid investment, then you should consider
accepting the Raleigh Offer. If you want to remain a passive limited partner
for 6 or more years, as proposed by an entrenched General Partner whose
motivation is its own financial gain, then don't accept the Offer. HOWEVER, IN
SO DOING, YOU ARE TRADING $461 CASH NOW FOR THE PROJECTIONS OF A SELF
INTERESTED GENERAL PARTNER.
RALEIGH CAPITAL ASSOCIATES L.P.
<PAGE> 1
EXHIBIT 99.(a)(22)
SUPPLEMENT NO. 2
TO
OFFER TO PURCHASE FOR CASH
UP TO 185,000 UNITS
OF
ARVIDA/JMB PARTNERS, L.P.
FOR
$461 NET PER UNIT
BY
RALEIGH CAPITAL ASSOCIATES L.P.
***************************************************************************
* *
* THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT *
* 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 1, 1996, UNLESS *
* EXTENDED. *
* *
***************************************************************************
The Purchaser hereby supplements and amends its offer to purchase up to
185,000 Units of Arvida/JMB Partners, L.P., upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated June 19, 1996, as
previously supplemented and amended, in this Supplement No. 2 and in the
related Letter of Transmittal, as each may be further supplemented and amended
from time to time. Capitalized terms used but not defined in this Supplement
No. 1 shall have the meaning ascribed to them in the Offer to Purchase, as
previously supplemented and amended.
THE TENDER OFFER
Section 8. Future Plans.
Section 8 of the Offer to Purchase is hereby supplemented and amended as
follows:
The Purchaser is making the Offer for the purpose of obtaining an equity
interest in the Partnership. The Purchaser may, if successful in acquiring a
substantial number of Units pursuant to the Offer, seek to acquire or influence
control of the business of the Partnership. In this regard, the Purchaser may
seek to remove the General Partner but, while reserving such right, the
Purchaser has not yet determined whether to do so. Except as set forth above,
the Purchaser does not have any present plans or intentions with respect to a
merger, reorganization or liquidation of the Partnership, a sale of assets or
refinancing of any of the Partnership's properties or a change in the
management, capitalization or distribution policy of the Partnership. However,
the Purchaser reserves the right at an appropriate time, to exercise its rights
as a limited partner to vote on matters subject to a limited partner vote,
including a vote to remove the General Partner or cause the sale of the
Partnership's properties and the liquidation and dissolution of the
Partnership. Subject to the limitation on resales discussed in Section 7, the
Purchaser may acquire additional Units following the completion of the Offer.
Any such acquisition may be made through private purchases or by any other
means deemed advisable. Any such acquisition may be at a price higher or lower
than the price to be paid for the Units purchased pursuant to the Offer.
Section 11. Certain Information Concerning the Purchaser.
Section 11 of the Offer to Purchase is hereby supplemented and amended as
follows:
On July 18, Boreas Partners, L.P. ("Boreas"), an affiliate of Zephyr
Partners ("Zephyr"), commenced a tender offer (the "Boreas Offer") to purchase
up to 185,000 Units for $460 per Unit. Following negotiations between the
Purchaser and Boreas (and its affiliates), on July 23, 1996 Boreas terminated
and withdrew the Boreas Offer and Zephyr became a general partner of the
Purchaser. In addition, as part of such transaction, Boreas was admitted as a
limited partner of the Purchaser. Rockland Partners, Inc. ("Rockland") has
also been admitted as a general partner of the Purchaser. Zephyr is a
newly-formed New York general partnership, the partners of which are GP Aeolus
Inc., a Delaware corporation, and AREHGP INC., a Delaware corporation. Carl C.
Icahn is the controlling shareholder of both GP Aeolus Inc. and American
Property Investors Inc., the general partner of a limited partnership that owns
all of the issued and outstanding stock of
<PAGE> 2
AREHGP INC. The principal business address of Zephyr, AREHGP INC. AND GP
Aeolus Inc. is 100 South Bedford Road, Mount Kisco, New York 10549.
For certain information concerning the directors and executive officers of
GP Aeolus Inc., AREHGP INC. and American Property Investors Inc., see Schedule
I to this Supplement No. 2.
The Purchaser and Boreas Partners, L.P. have agreed that, other than on
behalf of the Purchaser, for a two year period neither they nor their
affiliates will, except under limited circumstances, (i) participate in any
negotiations or discussions concerning any purchase of Units or the assets of
the Partnership, (ii) acquire or seek to acquire ownership of any Units or
assets of the Partnership or (iii) seek or propose to influence or control the
Partnership's management or policies pursuant to a proxy or consent
solicitation or otherwise.
Neither Rockland, Zephyr nor, to the best of such persons', the
Purchaser's and Raleigh GP Corp.'s knowledge, any of the persons listed on
Schedule to Supplement to the Offer to Purchase, dated July 10, 1996, or
Schedule 2 to this Supplement No. 2, has 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 future violations of, or prohibiting
activities subject to, federal or state securities laws or a finding of any
violation of such laws.
Except as otherwise disclosed in the Offer to Purchase, as previously
supplemented and amended, and except as set forth below, neither Rockland,
Zephyr, nor to the best of such persons', the Purchaser's and Raleigh GP
Corp.'s knowledge, any of the persons listed on Schedule 1 to the Supplement to
the Offer to Purchase, dated July 10, 1996, or Schedule 1 to this Supplement
No. 2 nor any affiliate of the foregoing, (i) beneficially owns or has a right
to acquire any Units, (ii) has effected any transaction in the Units in the
past 60 days, or (iii) has any contract, arrangement, understanding or
relationship with any other persons with respect to any securities of the
Partnership, including, but not limited to, contracts, arrangements,
understandings or relationships concerning the transfer or voting thereof,
joint ventures, loan or option arrangements, puts or calls, guarantees of
loans, guarantees against loss or the giving or withholding of proxies.
An affiliate of Zephyr currently owns five Units which it acquired in
December 1995. On June 21, 1996, in anticipation of the commencement of the
Boreas Offer, such affiliate contacted the Partnership to request that the
Partnership furnish it with a list of the names, addresses and telephone
numbers of, and the number of Units owned by, Unitholders. In connection with
furnishing such list, such affiliate and the General Partner entered into an
agreement pursuant to which such affiliate agreed that such list would be used
solely for the purpose of making a tender offer for the Units in compliance
with the requirements of the Exchange Act (the "Specified Purpose") and would
not be furnished to any person other than affiliates and representatives of
such affiliate for use solely for the Specified Purpose. Representatives of
Boreas have also discussed procedures for transferring tendered Units and
related matters with counsel to the Partnership and its transfer agent.
On July 18, 1996, pursuant to Raleigh's request for a copy of a list of
the names and addresses of, and the number of Units owned by each of, the
Unitholders of the Partnership, the Purchaser and the Partnership entered into
an agreement pursuant to which Raleigh agreed that such list would be used
solely for the Specified Purpose and would not be furnished to any person other
than affiliates and representatives of Raleigh for use solely for the Specified
Purpose.
Raleigh Capital Associates L.P.
July 23, 1996
<PAGE> 3
Schedule 1
CARL C. ICAHN. Carl C. Icahn has been Chairman of the Board of American
Property Investors Inc. ("API") since November 15, 1990. He is also an
executive officer of AREHGP INC. and is an executive officer and director of GP
Aeolus Inc. 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 & Co., Inc. since 1968. Icahn & Co., 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 & Co., Inc. and Bayswater are deemed to be directly or indirectly owned
and controlled by Carl C. 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 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 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 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 from
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 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 Vice President,
Secretary and Treasurer of API since March 18, 1991 and is an executive officer
and director of AREHGP INC. 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, both of which are deemed to be directly or indirectly owned and
controlled by Carl C. Icahn.
EDWARD E. MATTNER. Edward E. Mattner is an executive officer of GP Aeolus
Inc. He is a securities trader for various affiliates of Mr. Icahn. Mr.
Mattner has served in this capacity since May 1976.
<PAGE> 1
EXHIBIT 99.(a)(23)
[RALEIGH CAPITAL ASSOCIATES L.P. LETTERHEAD]
July 22, 1996
Zephyr Partners
100 South Bedford Road
Mount Kisco, New York 10549
Boreas Partners, L.P.
100 South Bedford Road
Mount Kisco, New York 10549
Gentlemen:
This letter agreement sets forth our agreement with respect to the
participation of one or more affiliates of Carl C. Icahn with and in Raleigh
Capital Associates L.P., a Delaware limited partnership ("Raleigh"), in
Raleigh's recently announced tender offer (the "Tender Offer") for up to 46% of
the outstanding limited partnership interests and assignee interests therein
(the "Interests") of Arvida/JMB Partners, L.P., a Delaware limited partnership
("Arvida I"), or in any other plan or proposal relating to Arvida I as may be
developed from time to time by Raleigh (the "Transaction").
Boreas Partners, L.P. agrees that promptly following execution and
delivery of this letter agreement, it shall terminate and withdraw its offer
for limited partnership units in Arvida I.
By executing this letter agreement, the parties hereto confirm their
agreement to the terms specified herein with respect to the Transaction, which
agreement is intended to be legally binding and enforceable upon the execution
and delivery of this letter agreement and which shall survive unless and until
modified or terminated in writing by the parties hereto.
Each of the parties represents and warrants to the other that (i) it has
the right, power and authority to enter into this letter agreement, (ii) upon
the execution of this letter agreement by each of the parties hereto, this
letter agreement will constitute the legal, valid and binding obligation of
such party, enforceable against such party in accordance with its terms, and
(iii) no consent or approval of any third party or governmental agency or
authority is required for such party to execute and deliver this letter
agreement or to perform its obligations hereunder.
Except as the parties hereto may otherwise agree from time to time or as
otherwise specifically set forth in clause (ii) below, for a two-year period
following the date of this letter agreement, each of the parties agrees that,
other than on behalf of Raleigh, it shall not, and shall cause each of its
affiliates not to, (x) solicit or encourage inquiries or proposals with respect
to, furnish any information relating to, or participate in any negotiations or
discussions concerning, any purchase of the Interests or assets of Arvida I
(either in a purchase of assets or a purchase of Interests or other securities
or a merger or consolidation of Arvida I or any combination thereof), (y)
acquire, agree, offer, seek or propose to acquire ownership (including
beneficial ownership) of any of Arvida I's Interests or other securities or any
of its assets or businesses, or rights to acquire such ownership, or (z) seek
or propose to influence or control Arvida I's management or policies, pursuant
to a proxy or consent solicitation or otherwise; provided, however, that, (i)
in the event none of Rockland Partners, L.P., Apollo Real Estate Investment
Fund II, L.P. ("Apollo") and Zephyr Partners (or any of their respective
affiliates) is a partner in Raleigh (each a "Former Partner"), any such Former
Partner may acquire any individual assets from Arvida I (or any successor),
assuming such assets are then being marketed by Arvida I, on a retail basis, in
a negotiated, arms-length transaction, and (ii) in the event any of Rockland,
Apollo or Zephyr Partners (or any of their respective affiliates) remains a
partner in Raleigh and Raleigh owns in excess of 5% of the Interests in Arvida
I, then a Former Partner may effect a transaction as described in the
immediately preceding clause (i) no earlier than two years from the date such
entity becomes a Former Partner.
Notwithstanding the foregoing restrictions, if at any time following the
termination of the Tender Offer, any of the partners of Raleigh or their
affiliates (a "Proposing Partner") proposes to purchase additional Interests,
the Proposing Partner must provide a written notice (the "Purchase Notice") of
the terms of such proposed purchase of additional Interests (the "Proposed
Purchase"), including the number of such Interests and the initial price (in
the case of a tender offer) or price range (if other than a tender offer) and
other material terms and conditions thereof, to each of the general partners of
Raleigh
<PAGE> 2
Zephyr Partners
Boreas Partners, L.P.
July 22, 1996
Page 2
(collectively, the "General Partners"). In the event that by 5:00 p.m., New
York City time on the second business day following receipt of the Purchase
Notice, the General Partners do not unanimously agree that the Proposed
Purchase should be effected by the Partnership (any Proposing Partner shall be
required to vote in favor of such purchase by the Partnership), then the
Proposing Partner may, subject to the following additional conditions, effect
the Proposed Purchase on its own behalf upon the terms and conditions provided
in the Purchase Notice: (I) no Partner shall have initiated the buy-sell
rights (the "Buy-Sell Offer") under the Raleigh Partnership Agreement (which
provide that any partner may make a proposal to acquire the interests in
Raleigh of each other partner, as well as any Interests acquired pursuant to
this paragraph, and such other partners may choose to sell their interests and
Interests as so proposed or to purchase interests and Interests from the other
partners as so proposed) as provided for in the Raleigh Partnership Agreement
during the period beginning on the date of receipt of the Purchase Notice and
ending at 5:00 p.m. on the third business day following receipt of the Purchase
Notice in the event of a Proposed Purchase other than pursuant to a tender
offer (or the fourth business day following receipt of a Proposed Purchase
pursuant to a tender offer); provided, however, that in the event a Buy-Sell
Offer has been initiated during the foregoing period, such Proposed Purchase
may be effected if the Proposing Partner is ultimately determined to be a
purchaser under the Buy-Sell Offer, (II) all partners of Raleigh who approved
the Proposed Purchase by the Partnership shall have been offered the
opportunity to participate, together with the Proposing Partner, in the
Proposed Purchase on a pro-rata basis, (III) the Proposed Purchase must be
effected on the terms and conditions set forth in the Purchase Notice not later
than ten days following delivery of such Purchase Notice in the case of a
Proposed Purchase other than pursuant to a tender offer (and in the case of a
tender offer, such tender offer shall have been commenced or announced within
such ten-day period), (IV) any Interests purchased pursuant to the Proposed
Purchase shall be registered in the record name of the Partnership as nominee
for the beneficial owner(s) of such Interests and the Partnership shall be
entitled to exercise all voting rights with respect to such Interests, and (V)
any Interests (other than those purchased by the Partnership itself) purchased
pursuant to the Purchase Offer shall thereafter be subject to all Buy-Sell
Offers as set forth in the Raleigh Partnership Agreement; provided, however,
that in the event that at the time of the delivery of the Purchase Notice, sale
of interests in the Partnership pursuant to a Buy-Sell Offer would impose any
liability under Section 16(b) of the Securities Exchange Act of 1934, condition
(I) above shall be inapplicable. In the event any Partner's interest in the
Partnership is purchased pursuant to the exercise of a Buy-Sell Offer, such
former Partner shall remain subject to the restrictions set forth above and
shall not be permitted to purchase any Interests in accordance with such
restrictions. Once a Purchase Notice has been delivered, except as set forth
in this paragraph, no Buy- Sell Offer may be initiated until the consummation
or abandonment of the Proposed Purchase contained in such Purchase Notice.
As used herein, "affiliate" shall mean (i) as to Raleigh, each general
partner and each limited partner of Raleigh and each entity controlled by or
under common control with Raleigh and (ii) as to each general partner or
limited partner of Raleigh, any Person (and the immediate family members of
such Person) that directly or indirectly controls, is controlled by, or is
under common control with such general partner or limited partner, including
Lennar Corporation. As used herein, "Person" shall mean any natural person or
any corporation, partnership, venture, association or other entity.
This letter agreement shall be governed by and interpreted in accordance
with the laws of the State of Delaware, without regard to the conflicts of law
provisions thereof.
This letter agreement may be executed in separate counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This letter agreement shall supersede all prior
agreements, written or oral, with respect to the subject matter hereof and may
not be amended or otherwise modified except in writing signed by all of the
parties hereto. Any party may execute this letter agreement by transmitting a
copy of its signature by facsimile to the other parties. In such event the
signing party shall deliver an original of the signature page to each of the
other parties within one business day of signing, and failure to so deliver
such originals shall result in the facsimile copy of that party's signature
being treated as an original.
Very truly yours,
RALEIGH CAPITAL ASSOCIATES L.P.
By: Raleigh GP Corp., General
Partner
By:
---------------------------
Peter Braverman,
Vice President
<PAGE> 3
Zephyr Partners
Boreas Partners, L.P.
July 22, 1996
Page 3
By: Rockland Partners, Inc., General
Partner
By:
--------------------------------
Jonathan H. Paul,
Vice President
ACCEPTED AND AGREED:
BOREAS PARTNERS, L.P.
By: Bayswater Realty and Capital Corp.,
General Partner
By:
----------------------------------
Albo Antenucci, Jr.
Vice President
ZEPHYR PARTNERS
By: AREH GP INC., a General Partner
By: -----------------------------
John Saldarelli
President
By: GP Aeolus Inc., a General Partner
By:
-----------------------------
Edward E. Mattner
Vice President
<PAGE> 1
EXHIBIT 99.(a)(24)
[ARVIDA/JMB PARTNERS, L.P. LETTERHEAD]
July 18, 1996
Raleigh Capital Associates L.P.
100 Jericho Quadrangle
Suite 214
Jericho, New York 11735-2717
Attention: Michael L. Ashner
Dear Sirs:
You have requested that Arvida/JMB Managers, Inc. ("Manager"), as the general
partner of Arvida/JMB Partners, L.P. ("Partners"), provide you with all of the
information and data described in paragraphs (a) through (c) of your letter
request, dated July 18, 1996 (to the extent such information is reasonably
available), including a copy of the list of the names and addresses of each
holder of limited partnership interests and assignee interests therein
(collectively, the "Interests") of the Partnership, including beneficial
owners, and the number of interests registered in the name of each such holder,
including beneficial owners, as of the most recent and available date (herein
the "List").
Based on your agreement to use the List only in connection with a tender offer
made by you or any of your affiliates subject to the requirements of
Regulations 14D and 14E under the Securities Exchange Act of 1934 (the
"Specified Purpose") and not for any other purpose, and your agreement not to
furnish the List to any person other than to your affiliates and your
respective directors, officers, employees, agents and representatives for use
solely for the Specified Purpose, the undersigned on behalf of Partners hereby
agrees to furnish the List to you for the Specified Purpose.
You agree to pay the costs of Partners and Manager in connection with the
collection, duplication and mailing of the List.
It is understood and agreed that this agreement shall not in any manner
prejudice your right at any future time to seek delivery of the List for any
other proper purpose.
If this meets with your agreement, please so indicate by signing a counterpart
of this letter in the space provided below. We have instructed the transfer
agent for Partners, Gemisys (attention Mr. Tom Young at 312/915-1383), to
deliver the List to you upon advice from us that we have received a signed
counterpart of this letter. You may contact him to make arrangements regarding
the format for delivery of the List.
Very truly yours,
ARVIDA/JMB PARTNERS, L.P.
By ARVIDA/JMB Managers, Inc.,
general partner
By: /s/ Gary Nickele
----------------------------
Its Vice President
----------------------------
Agreed to and Accepted
RALEIGH CAPITAL ASSOCIATES L.P.
By: Raleigh/GP Corp.
By: /s/ Peter Braverman
-------------------------
Its: Vice President
-------------------------
Dated: July 18, 1996
-------------------------
<PAGE> 1
EXHIBIT 99.(a)(25)
[ARVIDA/JMB PARTNERS, L.P. LETTERHEAD]
June 27, 1996
Longacre Corp.
One Wall Street Court
Suite 980
New York, New York 10005
Attention: Ed Mattner, President
Dear Sirs:
You have requested that Arvida/JMB Managers, Inc. ("Manager"), as the general
partner of Arvida/JMB Partners, L.P. ("Partners"), provide you with a copy of
the list of the names and addresses of, and the number of interests owned by
each of, the limited partners of Partners (herein the "List").
Based on your agreement to use the List only in connection with a tender offer
made by you or any of your affiliates to all of the limited partners of
Partners in compliance with the requirements of Regulations 14D and 14E under
the Securities Exchange Act of 1934 (the "Specified Purpose") and not for any
other purchase, and your agreement not to furnish the List to any person other
than to your affiliates and your respective directors, officers, employees,
agents and representatives for use solely for the Specified Purpose, the
undersigned on behalf of Partners hereby agrees to furnish the List to you for
the Specified Purpose.
As a condition to receipt of the List, you agree to dismiss (without prejudice)
any legal action which you may have brought against Manager or Partners in
Delaware or elsewhere seeking to compel Manager or Partners, or any director,
officer, employee, agent or representative thereof, to deliver the List to you
or any of your affiliates. You agree to promptly deliver to the undersigned a
court order evidencing such dismissal.
It is understood and agreed that this agreement shall not in any manner
prejudice your right at any future time to seek delivery of the List for any
other proper purpose.
<PAGE> 2
If this meets with your agreement, please so indicate by signing a counterpart
of this letter in the space provided below. We have instructed the transfer
agent for Partners, Gemisys (attention Mr. Tom Young at 312/915-1383), to
deliver the List to you upon advice from us that we have received a signed
counterpart of this letter. You may contact him to make arrangements regarding
the format for delivery of the List.
Very truly yours,
ARVIDA/JMB PARTNERS, L.P.
By ARVIDA/JMB Managers, Inc.,
General partner
By: /s/ Gary Nickele
---------------------------
Its Vice President
---------------------------
Agreed to and Accepted
LONGACRE CORP.
By: /s/ Marc Weitzen
-------------------------
Its
-------------------------
Dated:
-------------------------
<PAGE> 1
EXHIBIT 99.(a)(26)
[ARVIDA/JMB PARTNERS, L.P. LETTERHEAD]
July 19, 1996
Via Fax and Airborne
Raleigh Capital Associates L.P.
100 Jericho Quadrangle
Jericho, New York 11735-2717
Gentlemen:
This is in response to your letter of July 17, 1996. We do not agree with
your professed views regarding the Partnership's responsibilities. Neither
fiduciary duties nor the Williams Act requires the Partnership to act in a way
that would provide an advantage to you at the expense of the limited partners.
We understand why you would prefer that we respond to your offer
differently than we have, but we will not accept your suggestion that we
provide Interestholders with not only different views than we hold but less
information about those views than we have already provided. We believe that
such a response would mislead them about your offer.
Your demand for the Partnership's opinion about the "current fair market
value" of an Interest fundamentally misconstrues the nature of Interestholders'
investment in the Interests: the Interests are designed to be held until the
liquidity event selected on behalf of the Partnership in October, 1997 is
consummated. The Interests are not designed to be liquid -- that is, to be
valued and traded on a current basis -- and have never been represented by the
Partnership as a liquid investment. As you know, valuing the Interests on a
currently tradeable basis, when they are not designed to be currently
tradeable, would result in a misleading assessment of what the Interests are
really worth.
As a result, the Partnership has consistently advised all Interestholders
that the Interests must be held until the consummation of the liquidity event
selected next year for the investor to reap full value for the Interests. As
indicated in our Schedule 14D-9, the members of the Special Committee, based on
the information known today, would currently vote for the orderly liquidation
of the Partnership by 2002. Acknowledging that some holders may nonetheless
need or wish to sell their Interests before then does not mean that the
Partnership must now provide an artificial "low ball" assessment of an
Interest's value.
<PAGE> 2
Raleigh Capital Associates L.P.
Page Two
July 19, 1996
To the contrary, we believe it is incumbent upon us to inform Interestholders
about our current estimate of what they will lose -- and what you hope to gain
- -- by selling their Interests before that required liquidity event occurs.
Very truly yours,
ARVIDA/JMB PARTNERS, L.P.
By: Arvida/JMB Partners, Inc.,
General Partner
By: /s/ Gary Nickele
-----------------------
Title: Vice President
<PAGE> 1
EXHIBIT 99.(a)(27)
[RALEIGH CAPITAL ASSOCIATES L.P. LETTERHEAD]
July 22, 1996
Via Fax and Courier
Arvida/JMB Managers, Inc.
as General Partner of
Arvida/JMB Partners, L.P.
900 North Michigan Avenue
Chicago, IL 60611
Gentlemen:
We are in receipt of your letter of July 19, 1996 in which you
attempt to articulate your reasons for refusing to provide Interest holders
with your estimation of the current fair market value of their Interests in the
Partnership. Regardless of your self-serving interpretation of the Williams
Act, we continue to believe that your fiduciary duties require you to provide
more information to Interest holders, rather than less, in connection with
Interest holders' consideration of the Raleigh offer.
Furthermore, despite the assertions in your letter to the contrary,
we believe that the general partner's estimate of current fair market value
would be highly relevant to Interest holders in light of the liquidity events
currently available to Interest holders. Your projected liquidation value is
comparatively of little relevance. In fact, in your July 19th letter you
acknowledge your desire to inform Interest holders of what the Interests are
"really worth."
Accordingly, we reiterate our request that the general partner
promptly apprise Unitholders of the current fair market value of the Interests.
Very truly yours,
RALEIGH CAPITAL ASSOCIATES, L.P.
By: Raleigh GP Corp.
By:
----------------------------------------
Name:
Title:
