SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 1996
ARVIDA/JMB PARTNERS, L.P.
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Delaware 0-16976 36-3507015
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(State of (Commission (IRS Employer
Organization) File Number) Identification No.)
900 North Michigan Avenue, Chicago, Illinois 60611
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (312) 915-1987
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N/A
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(Former name or former address, if changed since past report)
ARVIDA/JMB PARTNERS, L.P.
ITEM 5. OTHER EVENTS. On June 19, 1996, Raleigh Capital Associates, L.P.
filed with the Securities and Exchange Commission an offer to purchase
approximately 46% of the outstanding limited partnership interest
("Interests") in Arvida/JMB Partners, L.P. (the "Partnership"). In
addition, an affiliate of Neil Bluhm, who is a director and officer of
Arvida/JMB Managers, Inc., the general partner (the "General Partner") of
the Partnership, has notified the Partnership that it intends to make an
unsolicited tender offer for Interests. In connection with these matters
the Partnership issued a press release on June 21, 1996, which is attached
hereto as an exhibit and incorporated herein by reference.
Effective May 31, 1996, the board of directors of the General Partner was
expanded to provide for six directors. Judd D. Malkin, Neil G. Bluhm,
Burton E. Glazov, Stuart C. Nathan, A. Lee Sacks and John G. Schreiber were
elected to the board of directors of the General Partner, and Gary Nickele
resigned as director of the General Partner. The board of directors of the
General Partner has established a special committee consisting of Messrs.
Malkin, Glazov, Nathan, Sacks and Schreiber to deal with matters relating
to tender offers for Interests in the Partnership.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits:
20.1 Press Release, dated June 21, 1996.
99.1 Confidentiality Agreement, dated June 17, 1996, by and among
Arvida/JMB Partners, L.P., Walton Street Real Estate Fund I, L.L.C. and
Walton Street Capital, L.L.C.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ARVIDA/JMB PARTNERS, L.P.
By: ARVIDA/JMB MANAGERS, INC.,
its General Partner
GARY A. NICKELE
By: Gary A. Nickele
Vice President
Date: June 26, 1996
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Description Page
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<S> <C> <C>
20.1 Press release, dated June 21, 1996. 5-6
99.1 Confidentiality Agreement, dated
June 17, 1996, by and among
Arvida/JMB Partners, L.P.,
Walton Street Real Estate
Fund I, L.L.C. and
Walton Street Capital, L.L.C.
<FN>
</TABLE>
ARVIDA/JMB PARTNERS, L.P.
900 N. MICHIGAN AVENUE
CHICAGO, IL 60611
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
Gary Nickele Karl Plath Laura Kuhlmann
Spokesperson General Inquiries Media Inquiries
(312) 915-3865 (312) 640-6738 (312) 640-6727
FOR IMMEDIATE RELEASE
FRIDAY, JUNE 21, 1996
ARVIDA/JMB PARTNERS, L.P. DISCLOSES OFFERS FOR
LIMITED PARTNERSHIP INTERESTS
CHICAGO, June 21, 1996---Arvida/JMB Partners, L.P., a Boca Raton, Florida
based residential developer, announced today that an affiliate of Apollo
Real Estate Capital Advisors II, Inc., Raleigh Capital Associates, L.P.,
filed with the Securities and Exchange Commission on June 19, 1996, an
offer to purchase 185,000 limited partnership interests in the Partnership
(representing approximately 46% of the outstanding interests) at a price of
$411 net per interest. Raleigh is not affiliated with the Partnership or
its general partner.
A special committee of the board of directors of the Partnership's
general partner is reviewing the offer and, within 10 business days of the
commencement of the offer, will advise holders of interests as to its
recommendation, if any, with respect of such offer and its reasons
therefor. The Partnership has engaged Lehman Brothers Inc. as a financial
advisor to assist the special committee in evaluating and responding to
this offer and any others that have been or that may subsequently be made
for interests in the Partnership. The Partnership is urging holders of
interests to refrain from making a decision whether to accept or reject any
offer or tender their interests until they have been advised of the special
committee's position.
The Partnership also announced that an affiliate of a director and
officer of the Partnership's general partner has notified the Partnership
that it intends to make an unsolicited tender offer for interests in the
Partnership. The Partnership has provided this entity with non-public
information about the Partnership on a non-exclusive basis pursuant to the
terms of a confidentiality agreement, which also provides that any offer
from this entity would be made pursuant to the federal securities laws
governing tender offers.
The Partnership also said that it has recently become aware of an
unsolicited offer from an unaffiliated third party to purchase less than
five percent of the outstanding limited partnership interest at $100 per
interest. Additionally, the Partnership has been notified by another
unaffiliated third party that it intends to make an unsolicited offer for
less than five percent of the interests.
ARVIDA/JMB PARTNERS, L.P.
JUNE 21, 1996
There can be no assurance as to whether the offers discussed above
will be made, the terms of any such offers or whether any such offers, if
made, will be consummated, amended or withdrawn.
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.
CONFIDENTIALITY AGREEMENT
June 17, 1996
Walton Street Real Estate Fund I, L.L.C.
Walton Street Capital, L.L.C.
900 North Michigan Avenue
Suite 1900
Chicago, Illinois 60611
Gentlemen:
In connection with the consideration of a public cash tender offer
(the "Offer") by Walton Street Real Estate Fund I, L.L.C. or by Walton
Street Capital, L.L.C. (an entity in which Neil Bluhm is a Principal),
or by any entity controlled by either such party or any of their Princi-
pals, to acquire limited partnership interests (the "Interests") in
Arvida/JMB Partners, L.P. (the "Partnership") for which Arvida/JMB
Managers, Inc. ("Managers") acts as general partner, you have requested
information concerning the Partnership. As a condition to, and in
consideration of, your being furnished such information, you agree (1)
to treat any information (the "Confidential Information") concerning the
Partnership (whether prepared by any of the directors, partners,
affiliates, officers, employees, representatives or advisors (collec-
tively, "Representatives") of the Partnership or its general partner or
any of its affiliates, or otherwise and irrespective of the form of
communication) that is furnished to you or any of your Representatives
by or on behalf of the Partnership in accordance with the provisions of
this letter agreement and (2) to take or abstain from taking certain
other actions herein set forth. The term "Confidential Information"
shall be deemed to include notes, analyses, compilations, studies,
interpretations, memoranda or other documents (whether in paper or elec-
tronic format) prepared by you or any of your Representatives that
contain, reflect or are based upon, in whole or in part, the
Confidential Information. The term "Confidential Information" does not
include information that (i) is or becomes generally available to the
public other than as a result of a disclosure by you or any of your
Representatives or (ii) becomes available to you on a non-confidential
basis from a source other than the Partnership or any of the Represen-
tatives of the Partnership, provided that such source is not bound by a
confidentiality agreement with, or other legal or fiduciary obligation
of secrecy to, the Partnership or another party. You agree that all
requests by you for Confidential Information and all questions and other
communications regarding any Confidential Information or any other
matter pertaining to the Partnership shall be directed only to the
individuals identified on Annex I hereto (the "Designated Parties");
such designated parties will allow you reasonable access to such other
employees responsible for maintaining such Confidential Information.
You hereby agree that the Confidential Information will be used
solely for the purpose of evaluating the possible Offer by you and that
such information will be kept confidential by you, PROVIDED, HOWEVER,
that (i) any of such information may be disclosed to any of your
Representatives who need to know such information for the sole purpose
of evaluating any such possible transaction, (ii) any of such
information may be disclosed to a potential direct or indirect investor
in the entity making the Offer who uses such information only in his
capacity as an investor in such entity (an "Investor"), provided such
Investor executes a confidentiality agreement (which shall provide that
the Partnership is a third party beneficiary thereof) substantially
identical to this Agreement with you, you remain responsible for any
breach of this Agreement by such party and you obtain our prior written
consent to such disclosure (which consent will not be unreasonably with-
held) (provided, however, that, as to any Investor, "Confidential In-
formation" shall not include information which is already in the
possession of such Investor so long as such information was not obtained
from you or any of your Representatives and is not subject to another
confidentiality agreement or other legal or fiduciary obligation of
secrecy to the Partnership or another party) and (iii) any disclosure of
such information may be made by you to which the undersigned on behalf
of the Partnership consents in writing prior to such disclosure. You
further agree that you will inform your Representatives of the
confidential nature of the Confidential Information and that you will
obtain the agreement of your Representatives that they will be bound by
the terms of this letter agreement and will not disclose the Confiden-
tial Information to any other person. In any event, you agree to be
responsible for any breach of this letter agreement by any of your
Representatives. Notwithstanding the foregoing, you may make such
disclosure regarding the Confidential Information as is required by law
in connection with the Offer (including, without limitation, such
matters as are requested to be disclosed by the Securities and Exchange
Commission) which are commenced and maintained in compliance with
Sections 14(d) and 14(e) of the Securities Exchange Act of 1934, as
amended, and you may make such disclosures as are otherwise required by
the rules of any securities exchange or market by which you are bound in
connection with the Offer.
You understand that none of the Partnership, Managers or any of
their Representatives has made or makes any representation or warranty,
express or implied, as to the accuracy or completeness of the Confi-
dential Information. You agree that none of the Partnership, Managers
or any of their Representatives will have any liability to you or any of
your Representatives or Investors resulting from the use of the
Confidential Information.
If you decide that you do not wish to proceed with the Offer
regarding the Partnership, you will promptly inform the Partnership of
that decision. In that case, or at such time as you are requested to do
so by the Partnership, you shall promptly redeliver to the Partnership
all written Confidential Information in your possession or in the
possession of any of your Representatives (except as set forth in the
next sentence) and neither you nor any of your Representatives shall
retain any copies, extracts or other reproductions in whole or in part
of such written material; provided, however, you (and any Investor)
shall be entitled to retain (in accordance with this Agreement) one copy
of any such material for litigation purposes. All Confidential Informa-
tion consisting of analyses, compilations, computer files, studies,
memoranda, notes and other documents or writings whatsoever prepared by
you or your Representatives or Investors that are based upon, in whole
or in part, the information in the Confidential Information shall be
destroyed, and such destruction shall, upon the written request of the
Partnership, be confirmed by you in writing. Notwithstanding the return
or destruction of the Confidential Information, you and your Representa-
tives and Investors will continue to be bound by the obligations of
confidentiality and other obligations hereunder.
In the event that you or any of your Representatives or Investors
are requested or required (by oral questions, interrogatories, requests
for information or documents in legal proceedings, subpoena, civil
investigative demand or other similar process) to disclose any of the
Confidential Information, you shall provide the Partnership with prompt
written notice of any such request or requirement so that the Partner-
ship may seek a protective order or other appropriate remedy and/or, at
the option of the Partnership, waive compliance with the provisions of
this letter agreement. If, in the absence of a protective order or
other remedy or the receipt of a waiver by the Partnership, you or any
of your Representatives or Investors are nonetheless, in the opinion of
counsel, legally compelled to disclose any of the Confidential
Information to any tribunal or else stand liable for contempt or suffer
other censure or significant penalty, you or such Representative or
Investor, as the case may be, may, without liability hereunder, disclose
to such tribunal only that portion of the Confidential Information that
such counsel has advised you is legally required to be disclosed,
provided that you will cooperate with any action by the Partnership to
obtain (at its expense) an appropriate protective order or other reli-
able assurance that confidential treatment will be accorded the Confi-
dential Information by such tribunal.
Except as otherwise provided in this paragraph, for a period of
two years after the date hereof, without the prior written consent of
the Partnership, you will not, and will cause each of your affiliates
(as such term is defined under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) and Investors not to, singly or as part of
a group, in any manner, directly or indirectly, acquire or propose to
acquire, by purchase or otherwise, any Interests in the Partnership or
any rights to acquire any such Interests. Notwithstanding the forego-
ing, you may make the Offer to acquire Interests and may acquire
Interests pursuant to such Offer if (i) you provide Managers with
written notice of your intent to commence such Offer no less than five
business days prior to its commencing, (ii) subject to the requirements
of clause (iii) below, such Offer remains open until the earliest of the
expiration of (a) 45 calendar days after commencement, (b) any concur-
rent offer for such Interests by any third party (which third party is
not affiliated with you and with whom you have no agreement or under-
standing relating to such offer) with respect to which a Schedule 14D-1
has been filed with the Securities and Exchange Commission and (c) 50
calendar days after any public announcement by Managers or the
Partnership that we have entered into this Agreement or made available
Confidential Information regarding the Partnership in connection with a
possible offer for Interests therein, (iii) such Offer complies with the
requirements of Section 14(d) and 14(e) of the Exchange Act and the
rules thereunder (including the requirements of Schedule 14D-1) regard-
less of whether such section or rules are otherwise applicable to such
Offer and (iv) you do not take any action that would result in a termi-
nation of the Partnership under Section 708(b)(1) of the Internal
Revenue Code of 1986, as amended, and you hereby acknowledge and agree
that the Partnership may refuse to recognize any transfer of Interests
in connection with such Offer in the event that the Partnership reason-
ably believes that such transfer, together with other transfers of
Interests during the preceding 12 months, could result in such termina-
tion. Notwithstanding the foregoing, clauses (i) and (ii) of this
paragraph shall be inapplicable as to (a) an Offer for Interests that is
a follow-up offer to the completion of the Offer that is subject to Rule
14d-1 under the Exchange Act in which Interests were purchased by you
and that is made in accordance with this Agreement, or (b) an Offer for
Interests in the Partnership commenced after the commencement of another
tender offer for Interests in the Partnership that is (x) subject to
Rule 14d-1 under the Exchange Act, (y) scheduled to expire prior to the
date the Offer would otherwise expire pursuant to clauses (i) and (ii)
of this paragraph and (z) made by a party unaffiliated with you or any
Investor and with whom you have no agreement or understanding relating
to such offer. In addition, notwithstanding clause (ii) above, in the
event the Partnership is conducting a proxy solicitation or consent
solicitation incident to a vote on dissolution or liquidation or a sale
of all or substantially all of the assets of the Partnership, the Offer
relating to the Partnership may expire as early as five business days
prior to the meeting of limited partners called to vote on such matter
or the termination of any such consent solicitation. In the event,
following the receipt of a notice pursuant to clause (i) above, the
Partnership distributes a notice to its partners or otherwise makes a
public announcement, the Partnership shall provide a copy of such notice
or announcement at the time of its distribution to you.
You hereby agree to reimburse the Partnership and Managers for
their reasonable direct expenses (including a reasonable allocation of
salary and salary-related expenses) incurred in connection with making
the Confidential Information available to you.
You acknowledge and agree that (i) we and our Representatives are
free to conduct any process relating to any offers to acquire any
Interests as we and our Representatives, in our sole discretion, deter-
mine and (ii) none of Managers, the Partnership or any of their Repre-
sentatives will have any liability or obligation to you, your
Representatives or Investors, whether by virtue of this letter agreement
or any other written or oral expression, with respect to any business
arrangement or otherwise.
It is understood and agreed that no failure or delay by the
Partnership in exercising any right, power or privilege hereunder shall
operate as a waiver hereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder. The provisions of
this letter agreement may not be waived or amended except by the written
agreement of the Partnership. For purposes of this Agreement, the writ-
ten agreement of, or notification to, the undersigned on behalf of the
Partnership shall serve as the written agreement or notification of the
Partnership.
During the course of evaluating the possibility of the Offer, you
may make available to the Partnership or its Representatives certain
information regarding your business, financial condition, operations,
assets and liabilities and/or your subsidiaries or affiliates. In such
event, all of the terms and conditions of this letter agreement shall be
enforceable against the Partnership and its Representatives by you as if
you were the Partnership hereunder and this letter were addressed to the
Partnership.
You also hereby irrevocably and unconditionally consent to submit
to the jurisdiction of the courts of the State of Illinois and of the
United States of America located in the City of Chicago, Illinois for
any actions, suits or proceedings arising out of or relating to this
letter agreement. You hereby irrevocably and unconditionally waive any
objection to the laying of venue of any action, suit or proceeding
arising out of or relating to this letter agreement in the courts of the
State of Illinois and of the Unites States of America located in the
City of Chicago, Illinois, and hereby further irrevocably and
unconditionally waive and agree not to plead or claim in any such court
that any such action, suit or proceeding brought in any such court has
been brought in an inconvenient forum.
This letter agreement shall be governed by and construed in
accordance with the internal laws of the State of Illinois and may be
executed in counterparts, each of which shall, when executed, be deemed
to be an original and all of which shall be deemed to be one and the
same agreement.
You acknowledge that, in the event of any breach of this letter
agreement by you, the Partnership would be irreparably and immediately
harmed and could not be made whole by monetary damages. It is
accordingly agreed that the Partnership, in addition to any other remedy
to which they may be entitled, shall be entitled to an injunction to
prevent breaches of, and to compel specific performance of, this letter
agreement. In the event of litigation between the parties hereto
relating to this letter agreement, upon a final determination of such
matter by a court of competent jurisdiction, the prevailing party in
such litigation shall be reimbursed by the other party or parties for
the prevailing party's reasonable costs and expenses (including, without
limitation, reasonable legal fees and expenses) incurred in connection
with such litigation.
Your obligations and the obligations of your Representatives and
Investors hereunder shall expire two years from the date hereof.
Please confirm your agreement with the foregoing by signing and
returning one copy of this letter agreement to the undersigned,
whereupon this letter agreement shall become a binding agreement between
us.
Very truly yours,
ARVIDA/JMB MANAGERS, INC.
(as general partner of the Partnership)
By: ------------------------------
Its: ------------------------------
Confirmed and agreed to as of
the date first above written:
WALTON STREET REAL ESTATE FUND I, L.L.C.
By: Walton Street Managers I, L.P.,
its general partner
By: WSC Managers I, Inc.,
its general partner
By: ----------------------------------------
Name:
Title:
WALTON STREET CAPITAL, L.L.C.
By: _________________________
Name:
Title:
ANNEX I
Gailen Hull
Stephen Lovelette
