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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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(AMENDMENT NO. 2)
ARVIDA/JMB PARTNERS, L.P.
(NAME OF SUBJECT COMPANY)
ARVIDA/JMB PARTNERS, L.P.
(NAME OF PERSON FILING STATEMENT)
LIMITED PARTNERSHIP INTERESTS
AND ASSIGNEE INTERESTS THEREIN
(TITLE OF CLASS OF SECURITIES)
NONE
(CUSIP NUMBERS OF CLASSES OF SECURITIES)
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GARY NICKELE
ARVIDA/JMB MANAGERS, INC.
900 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60611
(312) 440-4800
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
MICHAEL H. KERR, P.C.
KIRKLAND & ELLIS
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 861-2094
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This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Statement") filed by Arvida/JMB Partners, L.P.
(the "Partnership") on October 28, 1996, as amended by Amendment No. 1 on
November 14, 1996. Unless otherwise indicated, capitalized terms used herein
have the same meanings as set forth in the originally filed Statement.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Statement is amended to add the following Exhibits:
(c)(8) Withdrawal Forms and Instructions
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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.
ARVIDA/JMB PARTNERS, L.P.
By: Arvida/JMB Managers, Inc.,
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General Partner of the Partnership
By: /s/ Judd D. Malkin
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Name: Judd D. Malkin
Title: Chairman
Dated: November 15, 1996
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NO.
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<S> <C> <C>
(c)(8) Withdrawal Forms and Instructions.
</TABLE>
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NOTICE OF WITHDRAWAL
OF
PREVIOUSLY TENDERED UNITS
OF
ARVIDA/JMB PARTNERS, L.P.
TO: THE HERMAN GROUP, INC.
By Hand/Overnight Delivery
THE HERMAN GROUP, INC.
26th Floor
2121 San Jacinto Street
Dallas, Texas 75201-9821
By Facsimile (214) 999-9348
or (214) 999-9323
Confirm by telephone (800) 992-6146
Gentlemen:
The following limited partnership interests and assignee interests therein
(the "Units") of Arvida/JMB Partners, L.P. (the "Partnership") previously
tendered to Raleigh Capital Associates, L.P. are hereby withdrawn. A failure
to complete the Section "Number of Units Tendered" shall be deemed to indicate
the intent of the undersigned that all Units tendered to Raleigh Capital
Associates, L.P. are hereby withdrawn.
DESCRIPTION OF UNIT(S) WITHDRAWN AND
SIGNATURES OF UNITHOLDERS
- -------------------------------------------------------------------------------
MUST BE SIGNED BY THE PERSON(S) WHO SIGNED RALEIGH'S LETTER OF
TRANSMITTAL IN THE SAME MANNER AS THE LETTER OF TRANSMITTAL WAS
SIGNED. SEE INSTRUCTION 3.
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(Print Name(s))
----------------------------------------------- Number of
----------------------------------------------- Units Tendered: _______
(Signature(s))
----------------------------------------------- Dated: ________________
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INSTRUCTIONS
1. DELIVERY OF NOTICE OF WITHDRAWAL If withdrawing Units previously tendered
pursuant to the Raleigh Offer to Purchase, please complete, execute and send
(or detach and fax) the attached "Notice of Withdrawal of Previously Tendered
Units" of Arvida/JMB Partners, L.P. ("Notice of Withdrawal"), to The Herman
Group. The Herman Group must receive the Notice of Withdrawal prior to 12:00
Midnight, New York City time, on November 21, 1996, unless the Raleigh Offer
is further extended. Receipt of the facsimile transmission of the Notice of
Withdrawal should be confirmed by telephone at the number set forth on the
Notice of Withdrawal.
2. INADEQUATE SPACE. If the space provided in the Notice of Withdrawal is
inadequate, all such additional information should be listed on a separate
schedule and attached as part of the Notice of Withdrawal.
3. SIGNATURE ON NOTICE OF WITHDRAWAL The Notice of Withdrawal must be
signed, as applicable, by the person(s) who signed the Letter of Transmittal
related to the Raleigh Offer, in the same manner as such Letter of Transmittal
was signed. The signatures must correspond exactly with the name(s) as they
appear on the Partnership records. If any Units tendered pursuant to the
Raleigh Offer are registered in the names of two or more joint holders, all
such holders must sign, as applicable, the Notice of Withdrawal. If the Notice
of Withdrawal is signed by any trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing and must
submit proper evidence of their authority to act.
4. GUARANTEE OF SIGNATURES. If the signature was guaranteed on the Letter of
Transmittal, then it must be guaranteed on the Notice of Withdrawal.
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IF SIGNING AS A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-
FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR
REPRESENTATIVE CAPACITY, PLEASE PROVIDE THE FOLLOWING INFORMATION AND SEE
INSTRUCTION 3.
- --------------------------------------------------------------------------------
Name(s) and
Capacity: __________________________________________________________________
Address: ___________________________________________________________________
City, State: ___________________________________ Zip Code: ________________
Area Code and Tel. No. _________________________
(See Instructions on back of first page)
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SIGNATURE GUARANTEE
(To be completed only if signatures were guaranteed on original Letter of
Transmittal)
Name and Address of Eligible Institution: __________________________________
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Authorized Signature: ______________________________________________________
Title: _____________________________________________________________________
Name: __________________________________________ Date: _____________ , 1996
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