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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. 3)
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. 3 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 and Amendment No. 2 on November 15, 1996. Unless otherwise
indicated, capitalized terms used herein have the same meanings as set forth in
the originally filed Statement.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4(a) is amended to add the following:
After the consummation of the Starwood Financing was enjoined by a judge
in the Circuit Court of Cook County, Illinois (discussed in Item 8 below), the
Special Committee met to review and consider the Offer. Based on its analysis,
the Special Committee determined that with respect to Interestholders who have
no current or anticipated need or desire for liquidity and who expect to retain
the Interests through an anticipated orderly liquidation of the Partnership by
October, 2002, the Offer is inadequate and not in the best interest of such
Interestholders. Accordingly, the Partnership recommends that such
Interestholders reject the Offer and not tender their Interests pursuant to the
Offer. However, the Special Committee recommends that Interestholders who have a
current need or desire for liquidity tender their Interests in the Offer.
Item 4 (b) is amended by deleting subsection (iv) thereof and replacing
it with the following:
The Special Committee has changed its recommendation to Interestholders
who have a current need or desire for liquidity from neutrality to recommending
that such Interestholders tender their Interests in the Offer in light of
several factors, including the likelihood that Raleigh will continue to block
any of Managers' efforts to provide liquidity to Interestholders. Also, once the
Offer has expired, the price for Interests through privately negotiated sales
and sales through intermediaries may be substantially less than the purchase
price under the Offer because there is no established market for the Interests.
Item 4 (b) is further amended by deleting the last sentence of subsection
(vi) thereof.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is amended to add the following:
Litigation
On December 12, 1996, the Delaware Supreme Court reversed the order of
the Delaware Chancery Court dismissing the action captioned Vanderbilt Income
and Growth Associates, L.L.C., et. al. v. Arvida/JMB Managers, Inc., et. al.
(C.A. No. 15238) and remanded the matter for further proceedings. In particular,
the Supreme Court found that the Chancery Court improperly considered matters
outside the pleadings to reach its determination on the motion to dismiss and
that the plaintiffs should have an opportunity to take discovery before the
Chancery Court decides the matter. On December 16, 1996, the Partnership filed
a counterclaim to the plaintiffs' complaint in this matter seeking a declaratory
judgement that Raleigh does not have the right to vote its Interests.
On December 13, 1996, a judge in the Circuit Court of Cook County,
Illinois, granted the plaintiffs' motion for a preliminary injunction in
Carlstrom, et. al. v. Arvida/JMB Managers, Inc., et. al., Case No. 96 CH 6892,
and enjoined the Partnership from consummating the proposed Starwood Financing
after an evidentiary hearing in which the president of Raleigh GP Corp., Michael
Ashner, testified as one of the plaintiffs' principal witnesses in opposition to
the Starwood Financing.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Statement is amended to add the following Exhibits:
(a)(2) Letter, dated December 17, 1996, from the Partnership to
Interestholders.
(a)(3) Press release, dated December 16, 1996.
2
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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: December 17, 1996
3
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NO.
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<S> <C> <C>
(a)(2) Letter, dated December 17, 1996, from the Partnership to
Interestholders.
(a)(3) Press release, dated December 16, 1996.
</TABLE>
4
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Exhibit (a)(2)
ARVIDA/JMB PARTNERS, L.P.
900 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60611
312-440-4800
December 17, 1996
Dear Interestholders:
As you know, Arvida/JMB Partners, L.P. (the "Partnership") entered into a
commitment with Starwood/Florida Funding L.L.C. (together with its affiliates,
"Starwood") for a $160 million term loan to be made to the Partnership (the
"Starwood Financing") to pay off one of the Partnership's existing bank term
loans and to make a nontaxable distribution of $350 per limited partnership
interest and assignee interest therein of the Partnership. On Friday, December
13, 1996, the Partnership was enjoined from consummating the Starwood
Financing by a judge in the Circuit Court of Cook County Illinois, acting on a
preliminary injunction motion by the plaintiffs in the matter of Jack M.
Carlstrom and Lynn M. Carlstrom v. Arvida/JMB Managers, Inc., et al. (Case No.
96 CH 6892).
Due in large part to the efforts of Raleigh Capital Associates L.P. and
certain of its affiliates ("Raleigh") in this action to enjoin the Starwood
Financing, which included filing affidavits and providing extensive testimony,
the Partnership will not be able to make the $350 distribution per Interest
that the General Partner had arranged for this year.
THE PARTNERSHIP'S PERFORMANCE HAS BEEN SIGNIFICANTLY BETTER THAN ANTICIPATED
OVER THE LAST SEVERAL MONTHS and the Partnership's revenue exceeded the
Partnership's June 1996 budget projections disclosed in the Partnership's
Schedule 14D-9 of October 28, 1996 (the "Schedule 14D-9").
ALSO, INTEREST RATES HAVE FALLEN SINCE SEPTEMBER. With the Partnership's
recent strong performance and lower interest rates, the General Partner will
explore financing alternatives in order to make distributions to
Interestholders. However, there is no assurance that the Partnership will be
able to obtain a replacement for the Starwood Financing on acceptable terms,
particularly if Raleigh continues its disruptive tactics.
As you know, on October 17, 1996, Raleigh commenced an unsolicited offer to
acquire up to 100,000 limited partnership interests and assignee interests
therein ("Interests") in the Partnership, which represents approximately 24.8%
of the outstanding Interests, at a purchase price of $500 per Interest (the
"Offer"), which is now scheduled to expire on December 19, 1996. As was
communicated to Interestholders on October 28, 1996, in the Partnership's
letter to Interestholders and Schedule 14D-9 with respect to the Offer, the
General Partner has established a special committee (the "Special Committee")
to review and consider offers for Interests, including the Offer.
BASED UPON A NUMBER OF BUSINESS, FINANCIAL AND OTHER FACTORS, THE SPECIAL
COMMITTEE DETERMINED, AND HEREBY REITERATES ITS DETERMINATION, THAT THE OFFER
IS INADEQUATE AND NOT IN THE BEST INTEREST OF INTERESTHOLDERS WHO HAVE THE
EXPECTATION OF RETAINING THEIR INTERESTS THROUGH THE ASSUMED LIQUIDATION AND
WHO HAVE NO CURRENT OR ANTICIPATED NEED OR DESIRE FOR LIQUIDITY. ACCORDINGLY,
THE SPECIAL COMMITTEE RECOMMENDS THAT SUCH INTERESTHOLDERS REJECT THE OFFER
AND NOT TENDER THEIR INTERESTS, OR, IF THEIR INTERESTS HAVE BEEN TENDERED,
PROMPTLY WITHDRAW THEIR INTERESTS. Withdrawal forms are enclosed for the use
of those Interestholders who have tendered their Interests in the Offer, but
who now wish to withdraw them from Raleigh.
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The Special Committee notes again that 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." Raleigh's
anticipated return from its purchase of Interests pursuant to its Offer would
be in excess of 29% compounded annually (based upon the projected budgets of
the Partnership as adjusted by Lehman Brothers Inc. in connection with its
determination of the estimated liquidation value of the Interests).
HOWEVER, THE SPECIAL COMMITTEE RECOMMENDS TO THOSE INTERESTHOLDERS WHO HAVE
A CURRENT NEED OR DESIRE FOR LIQUIDITY THAT SUCH INTERESTHOLDERS TENDER THEIR
INTERESTS IN THE OFFER. The Special Committee has changed its recommendation
to Interestholders who have a current need or desire for liquidity from
neutrality in light of several factors, including the likelihood that Raleigh
will continue to block any of the General Partner's efforts to provide
liquidity to Interestholders. Also, once the Offer has expired, the price for
Interests through privately negotiated sales and sales through intermediaries
may be substantially less than the purchase price under the Offer because
there is no established market for the Interests.
YOU SHOULD CONSULT WITH YOUR PERSONAL TAX ADVISOR AND FINANCIAL CONSULTANT
PRIOR TO ACCEPTING THE OFFER AND TENDERING YOUR INTERESTS.
Separately, the Delaware Supreme Court decided on December 12, 1996, to
remand Raleigh's lawsuit for further proceedings on the question of whether
Raleigh, as a holder who did not purchase its Interests in the public
offering, is entitled to vote its Interests. The General Partner will continue
to vigorously oppose Raleigh's lawsuit. Raleigh has conditioned its Offer on
matters relating to this lawsuit, so it is uncertain whether Raleigh will
purchase any Interests under its Offer unless it is successful in its lawsuit.
On behalf of the Special Committee.
Very truly yours,
Arvida/JMB Partners, L.P.
By: Arvida/JMB Managers, Inc.
General Partner
By:
LOGO
Judd D. Malkin
Chairman
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Exhibit (a)(3)
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NEWS BULLETIN Re: Arvida/JMB Partners, L.P.
900 N. Michigan Avenue
From: Chicago, IL 60611
FRB
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The Financial Relations Board, Inc.
For Further Information:
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
Gary Nickele Dennis Waite Laura Kuhlmann
Spokesperson General Inquiries Media Inquiries
(312) 915-1977 (312) 640-6674 (312) 640-6727
FOR IMMEDIATE RELEASE
Monday, December 16, 1996
ARVIDA/JMB PARTNERS, L.P. DISCLOSES INTERESTHOLDERS
DEPRIVED OF FINANCING PROCEEDS
CHICAGO, December 16, 1996 -- Arvida/JMB Partners, L.P., a Boca Raton, Florida
based residential developer, announced today that due in large part to the
efforts of Raleigh Capital Associates L.P. and certain of its affiliates and on
the motion of the plaintiffs in Carlstrom, et al. v. Arvida/JMB Managers, Inc.,
et al., the Partnership has been enjoined from consummating the $160 million
term loan financing with Starwood/Florida Funding L.L.C.
As a result of the efforts of Raleigh and the injunction against
consummation of the financing, the Partnership announced that it would not be
able to distribute $350 per Interest to Interestholders pursuant to the Starwood
financing, as previously contemplated.
Raleigh commenced an unsolicited offer to acquire up to 100,000 Interests
in the Partnership, which represents approximately 24.8% of the outstanding
Interests, at a purchase price of $500 per Interest in October 1996. The Raleigh
offer is now scheduled to expire on December 19, 1996. The General Partner of
the Partnership has established a Special Committee to review and consider
offers for Interests, including the Raleigh offer. The Special Committee
reiterates its determination that the Raleigh offer is inadequate and not in the
best interest of Interestholders who have the expectation of retaining their
Interests through the assumed liquidation of the Partnership in October 2002,
and who have no current or anticipated need or desire for liquidity.
Accordingly, the Special Committee recommends that such Interestholders reject
the Raleigh offer and not tender their Interests, or if their Interests have
been tendered, promptly withdraw their Interests.
However, the Special Committee recommends that those Interestholders who
have a current need or desire for liquidity tender their Interests in the
Raleigh offer. The Special Committee has changed its recommendation to
Interestholders who have a current need or desire for liquidity from neutrality
in light of several factors, including the likelihood that Raleigh will continue
to block any of the General Partner's efforts to provide liquidity to
Interestholders. Also, 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 under the Raleigh offer
because there is no established market for the Interests.
Arvida/JMB Partners, L.P. is a Delaware limited partnership that is
affiliated with JMB Realty Corporation. The General Partner of the Partnership
is Arvida/JMB Managers, Inc., a Delaware corporation. The Interests are not
listed on a stock exchange or traded on the National Association of Securities
Dealers Automated Quotation system.
