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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. 1)
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.1 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. Unless otherwise indicated,
capitalized terms used herein have the same meanings as set forth in the
originally filed Statement.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 of the Statement is amended to add the following:
Litigation
On November 7, 1996, the Delaware Chancery Court issued its order with respect
to the action captioned Vanderbilt Income and Growth Associates, L.L.C., et al.
v. Arvida/JMB Managers, Inc., et al. (C.A. No. 15238). In its order, the
Chancery Court granted the Partnership's motion to dismiss because the
plaintiffs are not limited partners of the Partnership, are not entitled to vote
the Interests acquired by them and therefore lack standing to assert the claims
contained in the complaint. In addition, the Court denied the plaintiffs' motion
for reargument of the Partnership's motion to dismiss, but granted an injunction
of the closing of the Starwood Financing pending appeal to the Delaware Supreme
Court, subject to the understanding plaintiffs would request an appeal on an
expedited basis. The order requires that plaintiffs post a bond in the amount of
$10,000, subject to revision if the injunction is in effect beyond Noon on
December 13, 1996. On November 7, 1996, plaintiffs filed an appeal to the
Delaware Supreme Court. The Delaware Supreme Court has scheduled oral arguments
on the plaintiffs' appeal for December 5, 1996.
With respect to the Carlstrom Complaint, Managers, on behalf of itself and
various of the director defendants, has filed a motion to dismiss the Carlstrom
Complaint that is scheduled to be heard on November 19, 1996. If the motion to
dismiss is not granted, the Court is scheduled to hold a hearing on December 12,
1996 on a motion for preliminary injunction to stop the Starwood Financing. The
Court has entered an order that contemplates that if the motion to dismiss is
not granted the Starwood Financing will not close prior to December 14, 1996.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Statement is amended to add the following Exhibits:
(c)(6) Letter, dated November 14, 1996, from the Partnership to Interestholders.
(c)(7) Withdrawal Forms.
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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 14, 1996
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EXHIBIT INDEX
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EXHIBIT PAGE
NUMBER DESCRIPTION NO.
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(c)(6) Letter, dated November 14, 1996, from the Partnership to
Interestholders.
(c)(7) Withdrawal Forms.
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ARVIDA/JMB PARTNERS, L.P.
900 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60611
312-440-4800
November 14, 1996
Dear Interestholders:
As you know, Raleigh Capital Associates, L.P. and its affiliates, Carl
Icahn and Leon Black, commenced a tender offer to acquire up to an additional
24.8% of the outstanding Interests at a purchase price of $500 per Interest. In
addition, Raleigh initiated litigation against the Partnership in Delaware to
stop the Starwood Financing described below and has stated that it intends to
vote the Interests it has purchased to remove the current General Partner of the
Partnership and replace it with an affiliate of Raleigh.
The Special Committee of the Partnership's General Partner has determined
that RALEIGH'S OFFER IS INADEQUATE AND NOT IN THE BEST INTEREST OF
INTERESTHOLDERS who have the expectation of retaining their Interests through an
anticipated orderly liquidation of the Partnership's assets by October 31, 2002,
and who have no current or anticipated need or desire for liquidity beyond the
nontaxable distribution of $350 per Interest expected from the proposed $160
million refinancing of the Partnership by Starwood/Florida Funding, L.L.C. (the
"Starwood Financing"). The Starwood Financing will permit the Partnership to
make the $350 nontaxable distribution while allowing Interestholders to retain
their respective interests in the remaining equity of the Partnership.
Accordingly, THE SPECIAL COMMITTEE RECOMMENDS THAT SUCH INTERESTHOLDERS REJECT
RALEIGH'S OFFER AND NOT TENDER THEIR INTERESTS.
Since there is no established market for the Interests, once the Raleigh
Offer has expired, the price for Interests through privately negotiated sales
and sales through intermediaries may be substantially less than the purchase
price Raleigh is offering.
The Special Committee recommends that you consider the following in
connection with Raleigh's Offer:
. On November 7, 1996, the Delaware Chancery Court dismissed Raleigh's
Delaware lawsuit. THE DELAWARE COURT RULED THAT RALEIGH IS NOT A
LIMITED PARTNER OF THE PARTNERSHIP AND MAY NOT VOTE THE INTERESTS IT
HAS PURCHASED, although it enjoined the Starwood Financing pending
Raleigh's appeal to the Delaware Supreme Court. The Delaware Supreme
Court has scheduled oral arguments on that appeal for December 5,
1996. In addition, in connection with a similar lawsuit brought in
Cook County, Illinois, if the Partnership's motion to dismiss is not
granted after a November 19th hearing, the Starwood Financing will
not close prior to December 14, 1996.
. The General Partner calculates that Interestholders who retain their
investment in the Partnership would receive TOTAL DISTRIBUTIONS FROM
OCTOBER 1996 THROUGH OCTOBER 2002 IN EXCESS OF $1,000 PER INTEREST
(including the $350 per Interest distribution pursuant to the Starwood
Financing), based upon the estimate of the gross cash distributions to
be received through an orderly liquidation of the Partnership.
. Raleigh's tender offer materials state that "in establishing the
Purchase Price, [Raleigh] was motivated to set the lowest price for
the [Interests] which might be acceptable to [Interestholders]
consistent with [Raleigh's] objectives." The General Partner
calculates that RALEIGH'S RETURN FROM ITS PURCHASE OF INTERESTS
PURSUANT TO ITS OFFER WOULD BE IN EXCESS OF 29% COMPOUNDED ANNUALLY
based upon projected budgets of the Partnership.
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. From January 1, 1991 through June 30, 1996, the Interestholders have
received aggregate distributions of approximately $34,600,000 from the
Partnership, while the General Partner and its affiliates have received
aggregate fees and distributions of approximately $3,900,000. Any other
amounts received by the General Partner or its affiliates during that
period were reimbursement for the expenses incurred in conducting the
Partnership's business.
The Partnership has been advised that Raleigh's agent, the Herman Group,
has been engaging in high pressure sales calls trying to push Interestholders
into selling out to Raleigh. Despite what Raleigh's agents are saying and
implying, assuming that the Delaware Chancery Court's decision is upheld,
Raleigh will not control the Partnership or be able to vote the Interests it
owns.
Raleigh's Offer is subject to a number of conditions and there is a serious
question whether Raleigh intends to purchase the Interests tendered if the
Delaware Court's ruling is not overturned. In any case, Raleigh cannot, until
November 21, 1996, purchase and pay for any Interests tendered prior to such
time. IF YOU HAVE TENDERED YOUR INTERESTS TO RALEIGH, YOU MAY WISH TO WITHDRAW
YOUR INTERESTS BY COMPLYING WITH THE REQUIREMENTS OF SECTION 4 OF THE RALEIGH
OFFER TO PURCHASE. To help you withdraw your Interests from Raleigh, the General
Partner has enclosed a withdrawal form for you to complete and deliver to
Raleigh. YOU MAY WITHDRAW INTERESTS TENDERED TO RALEIGH AT ANY TIME PRIOR TO
12:00 MIDNIGHT ON NOVEMBER 21, 1996, OR, IF THE RALEIGH OFFER IS EXTENDED AGAIN,
BEFORE THE NEW EXPIRATION DATE OF THE RALEIGH OFFER.
If you wish to retain your Interests and have not already tendered them
pursuant to the Raleigh Offer, you need not take any action. You should consult
with your personal tax advisor and financial consultant prior to accepting any
offer and tendering your interests.
As discussed in more detail in the Partnership's Schedule 14D-9 filed with
the Securities and Exchange Commission, the Special Committee of the General
Partner gave careful consideration to a number of business, financial and other
factors in arriving at its recommendation. The opinion letters of Lehman
Brothers, Inc. dated September 9, 1996, and October 22, 1996, are enclosed with
the Schedule 14D-9 which was previously sent to you. INTERESTHOLDERS ARE URGED
TO READ CAREFULLY THE SCHEDULE 14D-9.
INTERESTHOLDERS WHO DESIRE ASSISTANCE IN WITHDRAWING INTERESTS TENDERED
PURSUANT TO THE RALEIGH OFFER MAY CALL D.F. KING & CO., INC. AT 1-800-290-6428.
On behalf of the Special Committee.
-2-
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Very truly yours,
ARVIDA/JMB PARTNERS, L.P.
By: Arvida/JMB Managers, Inc.
General Partner
By:
Judd D. Malkin
Chairman
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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 "Interests") 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 Interests Tendered" shall be deemed
to indicate the intent of the undersigned that all Interests tendered to Raleigh
Capital Associates, L.P. are hereby withdrawn.
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DESCRIPTION OF INTEREST(S) WITHDRAWN AND
SIGNATURES OF INTERESTHOLDERS
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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:____________
_____________________________________________ Dated:____________________
(Signature(s))
_____________________________________________
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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.
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Name(s) and
Capacity:_________________________________________________________________________________________________________
Address:__________________________________________________________________________________________________________
City, State:_________________________________________________________________________ Zip Code:__________________
Area Code and Tel. No.___________________________________
(See Instructions on third page)
SIGNATURE GUARANTEE
(To be completed only if signatures were guaranteed on original Letter of Transmittal)
Name and Address of Eligible Institution:________________________________________________________________________
_________________________________________________________________________________________________________________
Authorized Signature:____________________________________________________________________________________________
Title:___________________________________________________________________________________________________________
Name:____________________________________________________________________________ Date: _____________, 1996
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