<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. 4)
-------------------------
ARVIDA/JMB PARTNERS, L.P.
a Delaware Limited Partnership
(Name of Subject Company)
RALEIGH CAPITAL ASSOCIATES L.P.
RALEIGH GP CORP.
ROCKLAND PARTNERS, INC.
(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
----------- ----------
[S] [C]
$80,475,000 $16,095.00
- --------------------------------------------------------------------------------
* 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 $435 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.
Amount previously paid: $16,095.00 Filing Party: Raleigh Capital Associates L.P.
---------- -------------------------------
Form or registration no.: Schedule 14D-1 Date Filed: June 19, 1996
------------------ ----------------
<PAGE> 2
CUSIP No.: None 14D-1 Page 2 of 6 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) [ ]
(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 6 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) [ ]
(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. (the
reporting person of which Raleigh GP Corp. is a general partner).
<PAGE> 4
CUSIP No.: None 14D-1 Page 4 of 6 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) [ ]
(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 Rockland Partners, L.P., (of which Rockland
Partners, Inc. is the general partner).
<PAGE> 5
AMENDMENT NO. 4 TO SCHEDULE 14D-1
This Amendment No. 4 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 and 3 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 $435 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 amended to add Raleigh GP Corp. and Rockland Partners, Inc.
("Rockland") as co-bidders.
Item 3. Past Contacts, Transactions or Negotiations With the Subject Company.
Item 3 is hereby supplemented as follows:
On July 16, 1996 Vanderbilt Income & Growth Associates, L.L.C., an
affiliate of certain beneficial owners of the Purchaser, sent a letter to the
Partnership demanding a current list of Unitholders.
Item 7. Contracts, Arrangements, Understandings or Relationships With Respect
to the Subject Company's Securities.
Item 7 is hereby supplemented as follows:
The information set forth in Exhibit (c)(1) is hereby incorporated by
reference.
Item 10. Additional Information.
Item 10(f) is hereby amended as follows:
(i) The amount of Liabilities of Arvida/JMB Partners, L.P. for the
year 1995 as set forth in the chart included as part of Exhibit (a)(10)
previously filed is hereby amended to read "$133.8M".
5
<PAGE> 6
(ii) Section 14 of the Offer to Purchase is hereby supplemented as
follows: "Notwithstanding anything to the contrary set forth in this Section
14, all conditions set forth in this Section 14 must be satisfied or waived
prior to the Expiration Date."
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended by adding the following, which are
attached hereto as exhibits: (a)(12) Letter to Unitholders
99(a)(13) Press Release dated July 15, 1996
99(a)(14) Press Release dated July 16, 1996
99(c)(1) Letter Agreement between Raleigh Capital Associates
L.P. and Rockland Partners, L.P.
99(x)(1) Valuation as of September 30, 1995
99(x)(2) Letter to the Partnership dated July 16, 1996
6
<PAGE> 7
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 16, 1996
RALEIGH CAPITAL ASSOCIATES L.P.
By: Raleigh GP Corp., General Partner
By: /s/ Michael L. Ashner
--------------------------
Name: Michael L. Ashner
Title: President
RALEIGH GP CORP.
By: /s/ Michael L. Ashner
--------------------------
Name: Michael L. Ashner
Title: President
ROCKLAND PARTNERS, INC.
By: /s/ Jonathan Paul
-------------------------
Name: Jonathan Paul
Title: Vice President
7
<PAGE> 8
Exhibit Index
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C>
99(a)(12) Letter to Unitholders
99(a)(13) Press Release, dated July 15, 1996
99(a)(14) Press Release, dated July 16, 1996
99(c)(1) Letter Agreement between Raleigh Capital Associates L.P. and Rockland Partners, L.P.
99(x)(1) Valuation as of September 30, 1995
99(x)(2) Letter to the Partnership dated July 16, 1996
</TABLE>
<PAGE> 1
Exhibit 99(a)(12)
$435 IN CASH TODAY FROM RALEIGH (the "Raleigh Offer")
VS.
MORE OF THE SAME: THE GP GETS PAID AND YOU DON'T
Raleigh Capital Associates L.P. ("Raleigh"), like you, has received
and reviewed the recent response from the General Partner of Arvida/JMB
Partners L.P. (the "General Partner") to Raleigh's increase of its offer from
$421 to $435. We now feel it critical to set the record straight concerning
the numerous mischaracterizations, misleading statements, self-serving
declarations and general all-around obfuscations contained in their letter.
o The General Partner has not denied that it and its affiliates have
received more than $100 million over the last 6 years, including more
than $7 million in 1995 alone. In furtherance of its desire to
continue to collect even more in fees from the Partnership, they have
indicated that the General Partner would recommend a liquidation of
the Partnership that would permit the General Partner and its
affiliates to continue to receive such fees for an additional 6 or
more years.
o Their recommendations are based on the findings of a so-called
"Special Committee," which includes existing officers and directors of
the General Partner who may have a financial interest in continuing
this fee stream.
o The General Partner's use of Lehman's Estimated Liquidation Value
intentionally fails to address whether (or not) the Raleigh Offer of
$435 per Interest is fair to those Interestholders who do seek
liquidity now; this is seemingly an abdication of the General
Partner's obligation to LP's - especially given that the Interests are
generally illiquid investments.
o The General Partner has stated that there is a likelihood that upon
termination of the offer, the secondary market price for limited
partnership interests may be substantially less than the Raleigh
Offer.
o The General Partner has given Lehman Brothers, the investment banker
hired to value our offer on behalf of the affiliated so-called Special
Committee, a 2-year engagement for future business.
o The General Partner has agreed to "golden parachute" employment
contracts with members of its management so as to assure their future
compensation, even if limited partners should desire to remove them.
o Finally, the General Partner was aware (or at least should have been
aware) of the $294 September 30, 1995, ERISA valuation. Ask the
General Partner why you weren't told about it!
The bottom line: Consult your advisors and make an informed decision.
If you desire liquidity now, to be free of the General Partner's continuing
draining of cash on your investment, and 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 with an entrenched General Partner, whose motivation is its own
financial gain, then don't accept the Offer. HOWEVER, IN SO DOING, YOU ARE
TRADING THE CERTAINTY OF THE $435 RALEIGH OFFER FOR THE PROJECTIONS OF A
CONFLICTED GENERAL PARTNER.
<PAGE> 1
Exhibit 99(a)(13)
July 15, 1996
Jericho, New York
FOR IMMEDIATE RELEASE ....
As previously announced, Raleigh Capital Associates L.P. has increased
the purchase price in its offer to purchase outstanding limited partnership
interests of Arvida/JMB Partners, L.P. to $435 per Unit. Unitholders who have
tendered their Units to Raleigh will automatically receive the benefit of the
increased purchase price and need not take any further action. Raleigh's
purchase price is $15 higher than the June 28, 1996 offer to purchase Units by
Walton Street Capital Acquisition Co., L.L.C. III. In connection with such
increase, Raleigh extended its offer until 12:00 Midnight, New York City time,
on July 23, 1996. 10,251 Units had been deposited pursuant to the Raleigh's
offer as of the close of business on July 12, 1996.
For additional information, contact The Herman Group, Inc., the
Information Agent for Raleigh's Offer, at 800- 992-6146.
<PAGE> 1
Exhibit 99(a)(14)
July 16, 1996
Jericho, New York
FOR IMMEDIATE RELEASE ....
Raleigh Capital Associates L.P. has extended the expiration date of
its $435 offer to purchase outstanding limited partnership interests and
assignee interests therein ("Units") of Arvida/JMB Partners, L.P. until 12:00
Midnight, New York City time, on July 26, 1996. Approximately 15,100 Units had
been deposited pursuant to Raleigh's offer as of the close of business on July
15, 1996.
For additional information, contact The Herman Group, Inc., the
Information Agent for Raleigh's Offer, at 800- 992-6146.
<PAGE> 1
Exhibit 99(c)(1)
ROCKLAND PARTNERS, L.P.
July 16, 1996
Via Facsimile/Hand Delivery
Raleigh Capital Associates L.P.
100 Jericho Quadrangle, Suite 214
Jericho, New York 11735-2717
Attention: Michael L. Ashner
Gentlemen:
This letter agreement set forth our agreement with respect to the
participation of Rockland Partners, L.P. and Rockland Partners, Inc.
(collectively, "Rockland") with and in Raleigh Capital Associates L.P., a
Delaware limited partnership ("Raleigh"), in Raleigh's recently announced
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 (the "Transaction").
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
of this letter agreement and which shall survive unless and until modified or
terminated by a definitive amended and restated agreement of limited
partnership of Raleigh reflecting the terms hereof, or any other definitive
agreement(s) between the parties hereto or their affiliates with respect to the
Transaction and/or the matters set forth herein.
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, (iii)
each party has complied in all material respects with all applicable laws,
rules and regulations relating or applicable to the Transaction and (iv) 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.
Each of the parties hereto agrees that the terms of this letter
agreement are confidential and may not be disclosed by any party hereto, except
as may be required by law and except to principals and authorized
representatives of the parties hereto, without the written consent of all of
the parties. Any public announcement regarding this letter agreement or the
Transaction may not be made by any party without the prior consent of all other
parties hereto.
Except as the parties hereto may otherwise agree from time to time or
as otherwise specifically set forth herein, for a two year period
<PAGE> 2
following the date of this letter agreement, each of the parties agrees that it
shall not, and shall not permit any of its affiliates to, (i) 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), (ii) 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 (iii) 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 neither Rockland nor
Apollo Real Estate Investment Fund II, L.P. (or any of their respective
affiliates) is a partner in Raleigh (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 either Rockland
(or any of its affiliates) or Apollo Real Estate Investment Fund II, L.P. (or
any of its affiliates) is a partner in Raleigh and Raleigh owns a material
interest in Arvida I, then a Former Partner may effect a transaction as
described in clause (i) upon the earlier of (x) the date the other becomes a
Former Partner, or (y) two years from the date hereof. If at any time either
Raleigh GP Corp. or Rockland Partners, Inc., each a general partner of Raleigh,
changes its current plans or intentions with respect to the Transaction and
determines to seek to remove the current general partner of Arvida I, the
affirmative vote of either Raleigh GP Corp. or Rockland Partners, Inc. to
remove and replace the general partner of Arvida I shall bind the Partnership.
This letter agreement shall be governed by and interpreted in
accordance with the laws of the State of New York, 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. 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 do so deliver such originals shall result in the facsimile copy
of that party's signature being treated as an original.
[Signature Page Follows]
<PAGE> 3
If the foregoing accurately sets forth our agreement, we request that
you cause the enclosed copy of this letter agreement to be signed and returned
to the undersigned.
Very truly yours,
ROCKLAND PARTNERS, L.P.
By: Rockland Partners, Inc., its
general partner
By: /s/ Jonathan Paul
--------------------------
Name: Jonathan Paul
Title: Vice President
Accepted and agreed as of
the 16th day of July, 1996:
RALEIGH CAPITAL ASSOCIATES L.P.
By: Raleigh GP Corp., its
general partner
By: /s/ Michael Ashner
------------------------
Name: Michael Ashner
Title: President
RALEIGH GP CORP.
By: /s/ Michael Ashner
--------------------------
Name: Michael Ashner
Title: President
<PAGE> 1
Exhibit 99(x)(1)
ERISA VALUATION ASSOCIATES
- --------------------------------------------------------------------------------
ARVIDA/JMB PARTNERS
VALUATION
AS OF
SEPTEMBER 30, 1995
EVA
ERISA VALUATION ASSOCIATES
- --------------------------------------------------------------------------------
<PAGE> 2
OVERVIEW
The Employee Retirement Income Security Act of 1974 Section 3(18) requires that
all investments held in pension, profit sharing, 401(k) and Keogh plans have
annual market valuations. The Internal Revenue Service (IRS) and Department of
Labor (DOL) are particularly concerned with non-publicly traded investments.
Reporting book value, net asset value, original cost, or K-1 capital value may
not be acceptable.
The ERISA Valuation Report is not an appraisal of real property or other
assets exclusively within an investment trust, but provides a probable and
reasonable valuation of factors affecting the minority percentage ownership -
Fractional Interest - value of an investment. These factors, in accordance
with IRS Revenue Announcement 92-182, the guidelines set forth in IRS Revenue
Ruling 59-60 (where applicable), and the pending DOL Regulation 2510.3-18
include liquidity, structure, management, economic environment, underlying
assets or products, financial condition and such other relevant factors as they
reasonably affect the overall value of an investment and, ultimately, the ERISA
value to a qualified plan.
EVA obtains information used in the valuation of an investment from a variety
of sources including, but not limited to, accountants, corporate officers,
investment firms and public information sources.
EVA will make all reasonable attempts to acquire information necessary to
determine, in a reasonable manner, the ERISA Valuation of an investment. If
information is not available or difficult to obtain, EVA will indicate the lack
of tangible information and use other methods of applying a reasonable ERISA
Valuation to an investment.
The sole purpose of this valuation is to determine the amounts of vested
distributions for retiring or terminating qualified plan participants, plan
investment or gain or loss participant account allocations, qualified domestic
relations orders, plan contribution calculations, and IRA trust reporting.
This report should not be used for evaluating the potential of buying or
selling this investment or influencing or attempting to remove the management
of this investment.
2
<PAGE> 3
ANALYSIS
- --------------------------------------------------------------------------------
INTERESTED PARTIES
VALUATION SUBSCRIBER: MERRILL LYNCH
WORLD FINANCIAL CENTER
SOUTH TOWER, 4TH FLOOR
NEW YORK, NEW YORK 10080-6104
ATTN: CAROL SWYGERT
TEL: (212) 236-2326
FAX: (212) 236-5081
GENERAL PARTNER: ARVIDA/JMB MANAGERS, INC.
AN AFFILIATE OF JMB REALTY CORPORATION
900 NORTH MICHIGAN AVENUE
CHICAGO, IL 60611-1382
ATTN: JOAN WEYER, INVESTOR SERVICES
TEL: (800) 562-7355
FAX: NOT KNOWN
VALUATOR: ERISA VALUATION ASSOCIATES
417 LOS VERDES DRIVE
SANTA BARBARA, CA 93111
ATTN: JOHN O'SCANLON
TEL: (805) 964-1323
FAX: (805) 967-9734
- --------------------------------------------------------------------------------
COMMENTS - GENERAL PARTNER
THE GENERAL PARTNER IS EXPERIENCED AND CAPABLE. IT SHOULD BE NOTED
THAT MOST OF THE ORIGINAL MANAGEMENT IS NO LONGER WITH THE
PARTNERSHIP.
INVESTMENT DESCRIPTION
THE PARTNERSHIP ENGAGES PREDOMINANTLY IN THE DEVELOPMENT AND SALE OF
MASTER PLANNED RESIDENTIAL COMMUNITIES.
3
<PAGE> 4
ANALYSIS
- --------------------------------------------------------------------------------
INVESTMENT DATA
DATE OF ORGANIZATION JANUARY 1987
UNITS SOLD OR OUTSTANDING 404,000
ORIGINAL PRICE PER UNIT $1,000
ADJUSTED COST BASIS PER UNIT $526 PER UNIT, WHICH WAS DETERMINED
BY DIVIDING THE PARTNERS' CAPITAL OF
$212,750,217, AS OF SEPTEMBER 30, 1995,
BY THE 404,000 UNITS OUTSTANDING
TOTAL CAPITAL RAISED $400,004,000
DISTRIBUTIONS $13.42 PER UNIT AS OF 09/30/95
$2.94 PER UNIT FOR 1994
$0.00 PER UNIT FOR 1993
INVESTMENT VEHICLE DELAWARE LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
VALUATION METHODOLOGY
THE PROCESS IS BOTH ANALYTICAL AND SUBJECTIVE. WHEN POSSIBLE, EVA
FIRST NEEDS TO ESTABLISH A PER-UNIT, PER- SHARE, OR PER-$1,000 NET
ASSET VALUE (THEORETICAL VALUE, SHOULD ALL THE ASSETS IN THE FUND BE
SOLD). THEN THE FINANCIAL STRENGTHS AND WEAKNESSES ARE ANALYZED.
EVA'S EXPERIENCE AND JUDGMENT ARE APPLIED TO THE PROCESS BY EVALUATING
THE PARTICULAR CIRCUMSTANCES INFLUENCING THE PERFORMANCE OF THE
INVESTMENT. THIS COMBINATION OF ANALYTICAL AND SUBJECTIVE REASONING
RESULTS IN AN 'ESTIMATED VALUE'.
- --------------------------------------------------------------------------------
SECONDARY MARKETS
THE SECONDARY SPECTRUM INDICATES THAT 2,112 UNITS TRADED BETWEEN A
HIGH OF $248 AND A LOW OF $175 FOR THE 2 MONTHS ENDING SEPTEMBER 30,
1995.
IT SHOULD BE NOTED THAT THE IRS DOES NOT ACCEPT SECONDARY MARKET
PRICES AS BEING REPRESENTATIVE OF THE TRUE VALUE OF THESE INVESTMENTS.
THIS IS BECAUSE THE PRICES ARE USUALLY THE RESULT OF 'DISTRESS SALES',
WHICH HAVE A WIDE RANGE OF PRICES. SECONDARY MARKETS ARE ALSO
CONSIDERED TO BE 'INEFFICIENT MARKETS', DUE TO THE LOW VOLUME AND
SPORADIC NATURE OF THE TRADING.
4
<PAGE> 5
ANALYSIS
- --------------------------------------------------------------------------------
EXPLANATION OF THE FOLLOWING RATING ANALYSIS
IN ALL OF THE ANALYSIS TO FOLLOW, A RATING OF 0 IS ABOVE AVERAGE, OR
BETTER THAN A RATING OF -5 IN OUR RATINGS SYSTEM AND, ALTHOUGH NOT
NOTEWORTHY, MAY INDICATE ACCEPTABLE PERFORMANCE BY THE INVESTMENT IN
THAT CATEGORY. ALTHOUGH MANY OF THE EXAMPLES ARE ROUNDED OFF TO
MULTIPLES OF 5, MANY FACTORS ARE CONSIDERED THAT ADD OR DETRACT THE
WEIGHT AND THE COLOR TO THE ERISA VALUE OF THE INVESTMENT. THE USUAL
RANGE OF -20 TO +15 ALLOWS EVA TO SHADE THE ERISA VALUE ACCORDING TO
ITS MERITS OR LACK THEREOF.
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
INTERNAL FACTORS AFFECTING THE INVESTMENT 9/30/95
-------
INVESTMENT RISK: MODERATETO HIGH LEVEL OF RISK DUE TO LEVERAGING AND LENDER LIEN. -12
DISTRIBUTIONS FROM EARNINGS: TREND IS POSITIVE. 1.3%FOR 1995. +2
CASH FLOW ANALYSIS: SUFFICIENT TO MAINTAIN OPERATIONS OFTHE PARTNERSHIP. TOTAL REVENUES WERE $315,058,058 FOR +5
1994 AND $244,367,572 ASOF 09/30/95.
CURRENT EARNINGS CAPABILITY: NET INCOME WAS $47,197,532 FOR 1994 AND WAS $21,921,616AS OF 09/30/95. SIGNIFICANT +5
BACKLOG OF HOUSESAND LOTS.
FUTURE EARNINGS CAPABILITY: RESTRICTED. THE LENDER HAS A LIEN ON THE CASH GENERATED FROM THE SALES OFRESIDENTIAL LOTS -10
AND HOUSES.
EXPENSE ANALYSIS: THERE WAS A 12% INCREASE IN EXPENSES BETWEEN THE TWO NINEMONTH PERIODS ENDING 09/30/94 AND -3
09/30/95.
INVESTMENT ASSET CONDITION: NOT APPLICABLE. 0
INVESTMENT ASSET DIVERSIFICATION: MOSTLY PLANNED RESIDENTIALCOMMUNITIES. -2
GEOGRAPHICAL DIVERSIFICATION: FOUR STATES, BUTPREDOMINANTLY FLORIDA. +3
MANAGEMENT CAPABILITY: MOST OF THE ORIGINAL MANAGEMENT IS NO LONGER RUNNING THE OPERATION OF THIS PARTNERSHIP. -2
MANAGEMENT RESPONSIVENESS: SUFFICIENT. 0
DISCLOSURE QUALITY: SUFFICIENT. 0
DEBT: DEBT REDUCTIONIN PROGRESS. $115,147,525 AS OF 12/31/94 AND $91,208,309 AS OF 09/30/95. -10
HOWEVER,THIS IS STILL SIGNIFICANT IN RELATION TO THE TOTAL ASSETS.
LITIGATION: NOTHING SIGNIFICANTLY IMPAIRING THE OPERATIONSOF THE PARTNERSHIP. 0
LIQUIDATION HORIZON: THE PARTNERSHIPEXPECTS TO LIQUIDATE ON OR BEFORE 12/31/02. 0
OTHER: CASH AND CASH EQUIVALENTSHAVE DECREASED FROM $22,024,390, AS OF 12/31/94 TO $666,922 AS OF -10
09/30/95.
SUB-TOTAL -34%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE> 6
ANALYSIS
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
EXTERNAL FACTORS AFFECTING THE INVESTMENT
9/30/95
PERCENTAGE OF CONTROL: NOT ENOUGH TO INFLUENCE MANAGEMENT. -5
FRACTIONAL INTEREST ADJUSTMENT: LIMITED TRADING ON THE SECONDARY MARKET AT -15
DISCOUNTED PRICES.
SHORT-TERM POTENTIAL WORTH: PROPERTY VALUES REMAIN VERY DEPRESSED. -20
INTERMEDIATE-TERM POTENTIAL VALUE: POSSIBLE RETURN OF SOME VALUE. +5
LONG-TERM POTENTIAL WORTH: PROBABLE RETURN OF VALUE. +20
NATIONAL ECONOMIC OUTLOOK: THE ECONOMY HAS RECOVERED, BUT PRIMARILY FROM 0
INCREASED PRODUCTIVITY AND NOT HIGHER EMPLOYMENT.
FLORIDA'S ECONOMY IS FARING SOMEWHAT BETTER THAN THE
REGIONAL ECONOMIC OUTLOOK: REST OF THE COUNTRY. +5
SUB-TOTAL -10%
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL FACTORS AFFECTING THE ESTIMATED ERISA VALUE 9/30/95
-------
INTERNAL FACTORS AFFECTING THE INVESTMENT: -34%
EXTERNAL FACTORS AFFECTING THE INVESTMENT: -10%
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL DISCOUNT OR PREMIUM: -44%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
COMMENTS
IT IS IMPORTANT TO REALIZE THAT THIS INVESTMENT IS LONG-TERM. THE
ESTIMATED VALUE CONTAINED HEREIN IS, FOR THE MOST PART, A REFLECTION
OF A HYPOTHETICAL SALE BETWEEN A THEORETICAL SELLER AND BUYER (NOT A
REPURCHASE BY THE INVESTMENT FIRM) OF A SMALL PART (FRACTIONAL
INTEREST) OF A VERY LARGE INVESTMENT.
THE READER OF THIS REPORT SHOULD NOTE THAT THIS ANALYSIS IS BASED ON
INFORMATION, AS OF SEPTEMBER 30, 1995, AND THAT, IN THE INTERIM, THE
ESTIMATED VALUE MAY HAVE SIGNIFICANTLY CHANGED. THIS FACTOR, PLUS THE
STRUCTURE, ILLIQUID NATURE OF THIS INVESTMENT AND THE CURRENT
ECONOMICS AFFECTING THIS INVESTMENT, IT IS EVA'S OPINION THAT SELLERS
OF THIS FRACTIONAL INTEREST MAY HAVE TO DISCOUNT THE PRICE
SUBSTANTIALLY FROM THE ESTIMATED VALUE CONTAINED HEREIN TO ATTRACT
WILLING BUYERS.
6
<PAGE> 7
ANALYSIS
TERMS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
INVESTMENT AS A WHOLE EXPLANATION
- -------------------------------------------------------------------------------------------------
<S> <C>
INVESTMENT RISK THIS AREA IS USED TO REFLECT THE RELATIVE DIFFERENCE
BETWEEN HIGHLY SECURED, CONSERVATIVE INVESTMENTS, SUCH AS
CERTIFICATES OF DEPOSIT, AND THOSE INVESTMENTS THAT
PROVIDE THE HIGHEST PROBABILITY OF LOSS OF CAPITAL. EVA
USUALLY USES A DISCOUNT OF -20 TO REPRESENT INVESTMENTS OF
HIGH RISK OF LOSS AND A PREMIUM OF UP TO +15 FOR
INVESTMENTS OF OUTSTANDING QUALITY AND PERFORMANCE. A
DISCOUNT OF -5 IS THE AVERAGE GIVEN IN THIS CATEGORY FOR
MOST INVESTMENTS.
DISTRIBUTIONS FROM EARNINGS AN INVESTMENT WHICH MAKES DISTRIBUTIONS, EITHER FROM SALES
OF ASSETS OR FROM OPERATIONS, WITHOUT ENHANCING THE
DISTRIBUTION FROM THE INVESTMENT'S RESERVE ACCOUNT OR FROM
FINANCING, WILL RECEIVE A HIGHER RATING THAT AN INVESTMENT
WHICH CONSISTENTLY DEPLETES THE RESERVE ACCOUNT OR
CONTINUES TO USE FINANCING TO SUPPORT DISTRIBUTIONS.
CASH FLOW ANALYSIS AN ANALYSIS OF NET CASH AVAILABLE FOR INVESTMENT OR
DISTRIBUTION IS MADE TO DETERMINE THE EXTENT TO WHICH THE
INVESTMENT MANAGER IS BORROWING FUNDS OR DEPLETING THE
RESERVE ACCOUNT TO FUND DISTRIBUTIONS TO PARTNERS, PAY
LIABILITIES, OR TO ACQUIRE ASSETS. AN INVESTMENT WHICH IS
EFFICIENTLY UTILIZING ITS CASH FLOW AND WHICH UTILIZES
SOUND FISCAL MANAGEMENT WILL RATE HIGHER THAN AN
INVESTMENT THAT USES FINANCING OR A RESERVE ACCOUNT.
CURRENT EARNINGS CAPABILITY THIS IS THE ABILITY OF AN INVESTMENT TO SUSTAIN EARNINGS
FOR THE ENSUING TWELVE MONTHS. AN EXAMINATION OF CURRENT
LIABILITIES AND REVENUE STREAMS, ALONG WITH PENDING SALES,
LEGAL SETTLEMENTS (IN FAVOR OF THE INVESTMENT), AND STEP
INCREASES IN FINANCING RATES ARE ALL TAKEN INTO
CONSIDERATION. ANY DISCLOSURE BY THE INVESTMENT MANAGER
AS TO ISSUES AFFECTING SHORT-TERM EARNINGS IS ALSO
CONSIDERED.
FUTURE EARNINGS CAPABILITY THIS IS THE ABILITY OF AN INVESTMENT TO SUSTAIN EARNINGS
BEYOND A TWELVE-MONTH PERIOD. AN EXAMINATION OF LONG-TERM
LIABILITIES, SALE OF ASSETS, AND PAYMENT OF DEFERRED FEES
AND EXPENSES ARE MADE ALONG WITH AN EXAMINATION OF
ADDITIONS TO ASSETS, NEW LEASING, OR POTENTIAL FOR
INCREASES IN REVENUES. IN ADDITION, ANY DISCLOSURE BY THE
INVESTMENT MANAGER REGARDING THE APPLICATION OF OPERATING
INCOME TO ENHANCE FUTURE VALUE OF THE PORTFOLIO IS TAKEN
INTO CONSIDERATION.
</TABLE>
7
<PAGE> 8
ANALYSIS
TERMS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
<S> <C>
NET ASSET VALUE THE ESTIMATED LIQUIDATION VALUE DERIVED BY DIVIDING NET
OPERATING INCOME BY A REASONABLE CAPITALIZATION RATE. THE
RESULT IS REDUCED BY SALES COSTS, LIABILITIES, AND
GUARANTEED PAYMENTS TO THE GENERAL PARTNER. CASH AND
OTHER TANGIBLE ASSETS ARE ADDED TO THE RESULTING AMOUNT,
WHICH IS THEN DIVIDED BY THE CURRENT UNITS OR SHARES
OUTSTANDING. A PER UNIT OR PER SHARE VALUE IS COMPARED TO
BOOK VALUE AND SECONDARY MARKET VALUES. NET ASSET VALUES
ARE GENERALLY HIGHER THAN SECONDARY MARKET PRICES AND BOOK
VALUES.
BOOK VALUE ASSETS MINUS LIABILITIES, DIVIDED BY THE NUMBER OF UNITS
OR SHARES OUTSTANDING. NAVS ARE USUALLY SIGNIFICANTLY
HIGHER THAN SECONDARY MARKET PRICES AND ERISA MARKET
VALUES.
INVESTMENT CONDITION AN INVESTMENT'S (ASSETS) VALUE CAN INCREASE DUE TO
APPRECIATION OR DECREASE WITH AGE AND NEGATIVE ECONOMIC
FACTORS. EVA'S METHOD ALLOWS FOR RATING INVESTMENTS THAT
MAY BE OUTSIDE THE RANGE OF ACCEPTABLE PERFORMANCE.
INVESTMENT ASSET DIVERSIFICATION AN INVESTMENT THAT HAS DIVERSIFIED UNDERLYING ASSETS, SUCH
AS APARTMENTS AND INDUSTRIAL PROPERTIES, WITHIN THE SAME
PORTFOLIO, HAS A BETTER CHANCE OF WITHSTANDING ADVERSE
ECONOMIC CONDITIONS.
GEOGRAPHICAL DIVERSIFICATION INVESTMENTS IN DIVERSIFIED GEOGRAPHICAL AREAS WILL BE LESS
LIKELY TO SUFFER THROUGH LOCAL ECONOMIC WEAKNESS. A
GEOGRAPHICALLY-DIVERSE INVESTMENT PORTFOLIO WILL BE RATED
HIGHER THAN A SINGLE GEOGRAPHIC INVESTMENT. AN INVESTMENT
IN A PARTICULAR GEOGRAPHIC AREA WILL RECEIVE AN ADDITIONAL
FACTOR BECAUSE IT IS LESS RESILIENT TO MARKET WEAKNESS.
MANAGEMENT CAPABILITY UNTESTED MANAGEMENT CAN BE A NEGATIVE ITEM AND ESPECIALLY
IN A ONE-PERSON FIRM PROMOTING RISKY, SINGLE-ASSET
INVESTMENT. THIS CATEGORY ALLOWS FOR RATING MANAGEMENT
BASED ON PAST EXPERIENCE AND CURRENT PERFORMANCE.
MANAGEMENT RESPONSIVENESS PROFESSIONAL INVESTMENT PERSONNEL ARE GENERALLY OPEN AND
HONEST. INFORMATION NECESSARY TO VALUE THEIR FUNDS IS
ALMOST ALWAYS FREELY GIVEN AND COOPERATION IS USUALLY ON A
FRIENDLY BASIS. LESS REPUTABLE FIRMS ARE GENERALLY FOUND
TO BE SECRETIVE AND RARELY DO THEY RESPOND TO LETTERS OR
RETURN PHONE CALLS. THIS CATEGORY IS USED TO INDICATE ANY
POTENTIAL PROBLEMS IN THIS AREA THAT MIGHT REFLECT ON THE
PROFITABILITY OF AN INVESTMENT.
</TABLE>
8
<PAGE> 9
ANALYSIS
TERMS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
<S> <C>
DISCLOSURE QUALITY Similar to management ratings, this category is used to
indicate any potential problems in record-keeping,
accounting, or other disclosures that might reflect on the
ERISA value of the investment. Of particular analytical
value is the quantity and comprehensiveness of investor
communications.
DEBT The lack of debt is usually a positive influence in the
current economic market. With debt, the ability to
service this debt will be reviewed closely.
LITIGATION The effect of pending litigation may be reviewed. Usually
this will have a negative effect, but not always.
LIQUIDATION ANALYSIS This is the period during which the Investment Firm
expects to complete the disposition of its invested
assets, which will result in a dissolution of the
investment fund.
OTHER Occasionally, it is appropriate to bring to attention an
issue or problem that has not been addressed in the prior
topics.
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
ANALYSIS
- -------------------------------------------------------------------------------------------------
TERMS
- -------------------------------------------------------------------------------------------------
INVESTOR'S INTERESTS EXPLANATION
- -------------------------------------------------------------------------------------------------
<S> <C>
PERCENTAGE OF CONTROL IN MOST INVESTMENTS HELD BY QUALIFIED PLANS AND IRAS, THE
PERCENTAGE OWNERSHIP IS USUALLY VERY SMALL (LESS THAN 5%)
AND, THEREFORE, CANNOT HAVE, AS A SINGLE FRACTIONAL
INTEREST, THE INFLUENCE ON THE INVESTMENT MANAGEMENT THAT
MIGHT BE DEEMED NECESSARY TO PROTECT THE INVESTOR'S
INTERESTS.
FRACTIONAL INTEREST ADJUSTMENT MOST INVESTMENTS THAT ARE NOT PUBLICLY TRADED DUE TO THE
FACT THAT THERE ARE NO 'MARKET MAKERS' AVAILABLE TO MATCH
UP A 'WILLING SELLER' AND A 'WILLING BUYER'. EVEN WHEN A
SECONDARY MARKET EXISTS (LESS THAN 5% OF THE MARKET), IT
IS ALMOST ALWAYS AT VERY ARTIFICIALLY DEPRESSED PRICES.
SHORT-TERM WORTH THIS IS AN ECONOMIC WINDOW OF UP TO 3 YEARS.
INTERMEDIATE-TERM WORTH THIS IS AN ECONOMIC WINDOW OF 3 TO 6 YEARS.
LONG-TERM WORTH THIS IS AN ECONOMIC WINDOW OF 6 YEARS OR MORE.
NATIONAL ECONOMIC OUTLOOK THE CURRENT AND POTENTIAL STATES OF THE ECONOMY OFTEN
AFFECT THE ERISA VALUE, ESPECIALLY OF THE LARGER
INVESTMENTS.
REGIONAL ECONOMIC OUTLOOK SMALLER INVESTMENTS TEND TO BE REGIONALIZED AND,
THEREFORE, CAN HAVE THE ADDITIONAL EFFECT OF NOT BEING
GEOGRAPHICALLY-DIVERSE.
</TABLE>
10
<PAGE> 11
SUMMARY
- --------------------------------------------------------------------------------
EVA EXPLANATION
EVA ASSIGNS AN ESTIMATED ERISA VALUE OF
$294 PER UNIT OF INVESTMENT,
AS OF SEPTEMBER 30, 1995
THE INVESTORS SHOULD UNDERSTAND THAT, EVEN THOUGH THE ENDING VALUE REPRESENTS A
DISCOUNT, THIS FRACTIONAL INTEREST (SMALL PERCENTAGE OWNERSHIP) DISCOUNT IS NOT
MEANT TO REPRESENT THE VALUE OF THE INVESTMENT SHOULD THE WHOLE INTEREST (ALL
THE PARTNERSHIP ASSETS) BE SOLD.
IT SHOULD BE UNDERSTOOD THAT AN ERISA VALUE IS NOT A TRUE MARKET VALUE WHEN
COMPARED TO AN ASSET TRADED ON A PUBLIC EXCHANGE. AN ERISA VALUE IS THE
INHERENT VALUE UTILIZED BY A TAX-DEFERRED QUALIFIED PLAN FOR THE PURPOSES OF
ALLOCATING AND DISTRIBUTING BENEFITS IN A MANNER THAT IS AS FAIR AS POSSIBLE
OR PROVIDING VALUES FOR A REASONABLE ESTATE ANALYSIS,
GIVEN THE LIMITATION THAT NO READILY AVAILABLE MARKET
EXISTS FOR THIS INVESTMENT.
AS THE RESULT OF DIFFERENT VALUATION METHODOLOGIES (I.E. NET ASSET VALUES),
WHICH MAY NO LONGER BE ACCEPTABLE TO THE IRS AND DOL FOR PURPOSES OF PLAN
ADMINISTRATION AND REPORTING BY QUALIFIED PLANS AND INDIVIDUAL RETIREMENT
ACCOUNTS, THE ERISA VALUES HEREIN MAY BE SIGNIFICANTLY DIFFERENT THAN
PRIOR PUBLISHED VALUES.
INTERESTED PARTIES NEED TO BE AWARE THAT THIS VALUATION IS FOR A
FRACTIONAL INTEREST HELD IN A QUALIFIED PLAN OR INDIVIDUAL RETIREMENT ACCOUNT.
A SMALL PORTION OF A LARGE INVESTMENT, MOST LIKELY, WOULD BE MORE DIFFICULT TO
SELL THAN THE INVESTMENT AS A WHOLE.
VALUATOR
11
<PAGE> 1
EXHIBIT 99(x)(2)
VANDERBILT INCOME & GROWTH ASSOCIATES, L.L.C.
100 Jericho Quadrandle, Suite 214
Jericho, New York 11735-2717
(407) 394-0958
July 16, 1996
Arvida/JMB Managers, Inc.,
as General Partner of
Arvida/JMB Partners, L.P.
900 N. Michigan Avenue
Chicago, Illinois 60611
Attention: Mr. Judd D. Malkin, Chairman
Mr. Neil G. Bluhm, President
Special Committee of the Board of Directors
Re: Demand for Unitholder/Limited Partner List
Gentlemen:
As an owner of assignee interests ("Interests") representing
beneficial assignments of limited partnership interests ("Limited Partnership
Interests") in Arvida/JMB Partners, L.P. (the "Partnership"), the undersigned
hereby demands the right to inspect and to make copies and extracts from the
current list of the names and addresses of each holder of Interests and each
holder of Limited Partnership Interests, including beneficial owners, and the
number of Intersts and Limited Partnership Interests registered in the name of
each such holder, including beneficial owners, as of the most recent and
available date.
The foregoing demand is made pursuant to Section 9.1A of the
Amended and Restated Agreement of Limited Partnership (the "Partnership
Agreement") (stating that Limited Partners shall receive, and the General
Partner shall provide, copies of a current list of all Limited partners in the
Partnership by "request(ing) such a list in writing and ... pay(ing) the costs
of collection, duplication and mailing thereof"), Section 1(d) of the
Assignement Agreement (stating that holders of Interests have all rights of
Limited Partners under the Partnership Agreement, including to inspect books
and records), and further pursuant to Sections 17-305(a)(3) and (6) of the
Delaware Revised Uniform Limited Partnership Act.
The purpose of this demand is to enable the undersigned, and
its affiliate, Raleigh Capital Associates L.P. ("Raleigh"), to communicate with
other holders of Interests on matters relating to the Partnership, including
providing information and documents regarding the pending tender offer
commenced by Raleigh (the "Raleigh Offer").
<PAGE> 2
July 16, 1996
Page 2
Pursuant to the foregoing and the common law of the State of
Delaware, the undersigned is entitled to, and demands, as part of the
foregoing demand for inspection of the following:
(a) All information in or which comes into the possession
or control of the Partnership, or which can reasonably
be obtained from brokers, dealers, banks, clearing
agencies, voting trustees or their nominees, in the
format of a descending order balance on a magnetic
computer tape and paper list, relating to the names of
the non-objecting beneficial owners and consenting
beneficial owners of Interests and Limited Partnership
Interests.
(b) A current and complete record or list of the holders
of Interests and Limited Partnership Interests
certified by the Partnership or its transfer agent and
registrar, showing the names and addresses of each
holder of Interests and Limited Partnership Interests
and the number of Intersts and Limited Partnership
Interests registered in the name of each such record
holder as of the most recent date available,
including, without limitation, a copy of any list and
related data the Partnership has provided to Genysys
Partnership Services, Inc.
(c) A magnetic computer tape list of the holders of
Interests and Limited Partnership Interests as of the
most recent date available, showing the names,
addresses and number of Interests and Limited
Partnership Interests held by such holders, together
with such computer processing data as is necessary for
the undersigned to make use of such magnetic computer
tape, and printout of such magnetic compute tape for
verification purposes.
(d) All information in or which comes into the possession
or control of the Partnership, or which can reasonably
be obtained from brokers, dealers, banks, clearing
agencies or voting trustees or their nominees
concerning the names, addresses and number of
Interests and Limited Partnership Interests held by
the participating brokers, banks, and individual
nominee names.
(e) A stop list or stop lists relating to any Interests
and Limited Partnership Interests and any changes,
corrections, additions or deletions from the date of
the lists referred to in paragraph (a) or (b) above.
The undersigned will bear the reasonable costs incurred by the
Partnership (including those of its transfer agent and registrar) in connection
with the production of the above information.
The undersigned hereby designates and authorizes Battle Fowler
LLP and any other persons to be designated by the undersigned to conduct, as
its agent, the inspection and copying herein requested.
<PAGE> 3
July 16, 1996
Page 3
Please advise by telephone, with confirmation by facsimile, the
undersigned at tel. no. (407) 394-0958; fax no. (516) 433-2777, and Luke P.
Iovine, III, Esq. of Battle Fowler LLP at tel. no. (212) 856-6856; fax no. (212)
856-7816, when and where the items demanded above will be made available.
Given the time critical nature of the Raleigh Offer and certain other pending
tender offers for Interests as disclosed by the Partnership, we request that
you contact the above-referenced person, and make the requested information and
date, available immediately.
Please sign and date a copy of this letter to indicate your receipt
hereof and return it to the undersigned via facsimile.
Very truly yours,
VANDERBILT INCOME & GROWTH
ASSOCIATES, L.L.C.
By: /s/ PETER BRAVERMAN
-------------------------
Name: Peter Braverman
Title: Authorized Representative
Facsimile & Certified Mail
Received and acknowledged by:
ARVIDA/JMB Managers, Inc.,
as General Partner of
Arvida/JMB Partners, L.P.
By:
---------------------------
Name:
Title:
