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. 1 and Final Amendment)*
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ARVIDA/JMB PARTNERS, L.P.
(Name of Subject Company [Issuer])
BOREAS PARTNERS, L.P.
(Bidder)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
-------------------------
Copy to:
Bonnie D. Podolsky
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
(212) 626-0800
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
Calculation of Filing Fee
- -----------------------------------------------------------------
Transaction Amount of
Valuation*: $85,100,000 Filing Fee: $17,020.00
- -----------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated
and state how it was determined.
[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 the
date of its filing.
Amount Previously Paid: $17,020.00
Form or Registration No.: Schedule 14D-1
Filing Party: Boreas Partners, L.P.
Dated Filed: July 18, 1996<PAGE>
<PAGE>
AMENDMENT NO. 1 AND FINAL AMENDMENT TO SCHEDULE 14D-1
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boreas Partners, 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)
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
0 Units
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) //
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%
10 TYPE OF REPORTING PERSON (See Instructions)
PN; GM
<PAGE>
<PAGE>
AMENDMENT NO. 1 AND FINAL AMENDMENT TO SCHEDULE 14D-1
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bayswater Realty & Capital 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)
WC;AF
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
0 Units
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) //
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%
10 TYPE OF REPORTING PERSON (See Instructions)
CO; GM
<PAGE>
<PAGE>
AMENDMENT NO. 1 AND FINAL AMENDMENT TO SCHEDULE 14D-1
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AREHGP 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)
WC; AF
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
0 Units
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions) //
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%
10 TYPE OF REPORTING PERSON (See Instructions)
CO; GM
<PAGE>
<PAGE>
AMENDMENT NO. 1 AND FINAL AMENDMENT TO SCHEDULE 14D-1
CUSIP No. None
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl C. Icahn
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
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5 Units
8 CHECK 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)
IN; GM<PAGE>
<PAGE>
AMENDMENT NO. 1 AND FINAL AMENDMENT TO SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14d-1") filed with the Commission on
July 18, 1996 by Boreas Partners, L.P., a Delaware limited
partnership (the "Purchaser"), relating to the tender offer (the
"Offer") by the Purchaser to purchase up to 185,000 of the
outstanding limited partnership interests and assignee interests
therein (the "Units") of Arvida/JMB Partners, L.P., a Delaware
limited partnership (the "Partnership"), upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated July
18, 1996 (the "Offer to Purchase"), and in the related Letter of
Transmittal, constitutes Amendment No. 1 and the Final Amendment to
the Schedule 14D-1.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby supplemented and amended as follows:
In accordance with Section 5 of the Offer to Purchase
("THE TENDER OFFER. Extension of Tender Period; Termination;
Amendment"), the Purchaser is exercising its right to terminate the
Offer, effective as of July 23, 1996, and, accordingly, will not
accept for payment, or purchase, any Units, pursuant to the Offer.
Pursuant to a letter agreement dated July 22, 1996, among
the Purchaser, Zephyr Partners and Raleigh Capital Associates L.P.,
a Delaware limited partnership ("Raleigh"), a copy of which is
attached hereto as Exhibit (c)(4) and is incorporated herein by
reference (the "Letter Agreement"), effective as of July 23, 1996,
the Purchaser is being admitted as a limited partner, and an
affiliate of the Purchaser is being admitted as a general partner,
of Raleigh. Raleigh has made a tender offer to purchase up to
185,000 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 and the date of payment of the purchase price by
Raleigh.
The Letter Agreement further provides, among other
things, that other than on behalf of Raleigh, for a two year
period, neither Raleigh nor the Purchaser nor their respective
affiliates will, except under limited circumstances, (i)
participate in any negotiations or discussions regarding the
purchase of any 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.
Contemporaneously with this filing, Raleigh is filing
Amendment No. 7 to its Tender Offer Statement on Schedule 14D-1
describing the admission of the Purchaser and its affiliate to
Raleigh and various related agreements among the Raleigh partners
and certain of their affiliates.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(8) Press Release, dated July 23, 1996.
(c)(4) Letter Agreement, dated July 22, 1996, among
Boreas Partners, Zephyr Partners and Raleigh
Capital Associates L.P.
<PAGE>
<PAGE>
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
BOREAS PARTNERS, L.P.
By: Bayswater Realty & Capital Corp.,
its General Partner
By: /s/ Carl C. Icahn
-----------------------------
Name: Carl C. Icahn
Title: Chairman of the Board
BAYSWATER REALTY & CAPITAL CORP.
By: /s/ Carl C. Icahn
----------------------------------
Name: Carl C. Icahn
Title: Chairman of the Board
AREHGP INC.
By: /s/ John P. Saldarelli
----------------------------------
Name: John P. Saldarelli
Title: President
/s/ Carl C. Icahn
----------------------------------
Carl C. Icahn
[Signature Page for Arvida/JMB Partners, L.P. Schedule 14D-1
(Amendment No. 1 and Final Amendment)]<PAGE>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
(a)(8) Press Release, dated July 23, 1996.
(c)(4) Letter Agreement, dated July 22, 1996, among
Boreas Partners, Zephyr Partners and Raleigh
Capital Associates L.P.
EXHIBIT (a)(8)
FOR IMMEDIATE RELEASE
Contact: Marc Weitzen
(212) 626-0888
ICAHN UNIT TERMINATES TENDER OFFER
July 23, 1996 -- Boreas Partners, L.P., a Delaware
limited partnership affiliated with Carl C. Icahn, announced today
that it is terminating its tender offer (the "Offer") for up to
185,000 limited partnership interests and assignee interests
("Units") of ARVIDA/JMB PARTNERS, L.P., a Delaware limited
partnership (the "Partnership"), at a purchase price per Unit of
$460, net to the seller in cash.
Boreas and another Icahn affiliate have become partners
in Raleigh Capital Associates L.P., a Delaware limited partnership
that is offering to purchase up to 185,000 Units of the Partnership
at a purchase price per Unit of $461, net to the seller in cash.
As of July 23, 1996, there were no Units tendered
pursuant to the Offer.
EXHIBIT (c)(4)
Raleigh Capital Associates L.P.
100 Jericho Quadrangle
Suite 214
Jericho, New York 11753
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
Zephyr Partners
Boreas Partners, L.P.
July 22, 1996
Page 2
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, or 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
Zephyr Partners
Boreas Partners, L.P.
July 22, 1996
Page 3
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
(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
Zephyr Partners
Boreas Partners, L.P.
Page 4
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
Zephyr Partners
Boreas Partners, L.P.
July 22, 1996
Page 5
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: /s/ Peter Braverman
Peter Braverman,
Vice President
By: Rockland Partners, Inc, General
Partner
By: /s/ Jonathan H. Paul
Jonathan H. Paul,
Vice President
ACCEPTED AND AGREED:
BOREAS PARTNERS, L.P.
By: Bayswater Realty and Capital Corp.
General Partner
By: /s/ Albo Antenucci, Jr.
Albo Antenucci, Jr.
Vice President
ZEPHYR PARTNERS
By: AREH GP INC., a General Partner
By: /s/ John Saldarelli
John Saldarelli
President
By: GP Aeolus Inc., a General Partner
By: /s/ Edward E. Mattner
Edward E. Mattner
Vice President
