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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D(1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
ARVIDA/JMB PARTNERS, L.P.
- --------------------------------------------------------------------------------
(Name of Issuer)
Limited Partnership Interests and Assignee Interests Therein
- --------------------------------------------------------------------------------
(Title of Class of Securities)
N/A
- --------------------------------------------------------------------------------
(CUSIP Number)
Michael L. Ashner
Raleigh Capital Associates L.P.
100 Jericho Quadrangle, Suite 214
Jericho, New York 11735-2717
(516) 822-0022
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 15, 1996
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.)U>(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
- -------------------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(1)This Amendment No. 1 amends certain information contained in the final
amendment to Schedule 14D-1 (the "Final Amendment") filed by Raleigh Capital
Associates L.P. ("Raleigh Capital"), Raleigh GP Corp., Rockland Partners, Inc.
and Zephyr Partners on August 6, 1996, which constituted the initial filing on
Schedule 13D by such entities under Section 13(d) of the Act.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. N/A Page 2 of 8 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* (a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF; WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 79,701 Units
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
79,701 Units
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,701 Units
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. N/A Page 3 of 8 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* (a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 79,701 Units**
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
79,701 Units**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,701 Units**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------------
**Reflects beneficial ownership by Raleigh Capital Associates L.P. (of which
Raleigh GP Corp. is a general partner).
<PAGE> 4
SCHEDULE 13D
CUSIP NO. N/A Page 4 of 8 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* (a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
---------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 79,706 Units**
OWNED BY ---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH ---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
79,706 Units**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,706 Units**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------------
**Reflects beneficial ownership of 5 Units by Rockland Partners, L.P. (of which
Rockland Partners, Inc. is the general partner) and 79,701 Units beneficially
owned by Raleigh Capital Associates L.P. (of which Rockland Partners, Inc. is a
general partner).
<PAGE> 5
SCHEDULE 13D
CUSIP NO. N/A Page 5 of 8 Pages
--------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zephyr Partners
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
New York
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
0
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
79,701 Units**
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
79,701 Units**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,701 Units**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------------
**Reflects beneficial ownership by Raleigh Capital Associates L.P. (of which
Zephyr Partners is a general partner).
<PAGE> 6
This Amendment No. 1 amends certain information contained in the final
amendment to Schedule 14D-1 (the "Final Amendment") filed by Raleigh Capital
Associates L.P. ("Raleigh Capital"), Raleigh GP Corp., Rockland Partners,
Inc. and Zephyr Partners on August 6, 1996, which constituted the initial
filing on Schedule 13D by such entities under Section 13(d) of the Act.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby supplemented and amended as follows:
On August 15, 1996, representatives of Raleigh Capital met with
the General Partner at the offices of the Partnership in Chicago, Illinois to
inquire as to the terms of the proposed financing with BSS Capital II, L.L.C.,
an affiliate of Starwood Capital Group, L.P. ("Starwood"). At the meeting,
Raleigh Capital's representatives stated their strenuous objection to the terms
of the Starwood financing as described to them at such meeting and offered to
use Raleigh Capital's best efforts to obtain superior financing proposals
for the benefit of the Partnership and its Unitholders. To ensure that the
Partnership did not risk loss of the Starwood proposal if a superior financing
facility could not be obtained, Raleigh Capital offered to provide to the
Partnership financing substantially identical to the Starwood proposal in such
an event.
On August 16, 1996, Raleigh Capital sent a letter to the General
Partner confirming the discussions held at the August 15, 1996 meeting, a copy
of which is attached hereto as Exhibit 1.
On August 19, 1996, the General Partner sent a letter to Raleigh
Capital, a copy of which is attached hereto as Exhibit 2, indicating that
although an agreement had not been reached on the Starwood financing, the
Partnership would not currently negotiate any other offers for financing similar
to the Starwood financing.
On August 20, 1996, Raleigh Capital sent another letter to the General
Partner, a copy of which is attached hereto as Exhibit 3, in connection with its
proposed replacement financing of the Starwood proposal, offering the
opportunity for all Unitholders to realize $500 per Unit (less the amount to be
received upon acceptance of Raleigh Capital's financing proposal), to the extent
permitted by the Partnership Agreement. Such supplemental offer was made subject
to the condition that the General Partner accept Raleigh Capital's financing
proposal.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby supplemented and amended by adding the following,
copies of which are attached hereto as exhibits:
(1) Letter dated August 16, 1996 from Raleigh Capital to the General
Partner.
(2) Letter dated August 19, 1996 from the General Partner to Raleigh
Capital.
(3) Letter dated August 20, 1996 from Raleigh Capital to the General
Partner.
<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: August 21, 1996 RALEIGH CAPITAL ASSOCIATES L.P.
By: Raleigh GP Corp., General Partner
By: /s/ Peter Braverman
------------------------------
Name: Peter Braverman
Title: Vice President
By: ROCKLAND PARTNERS, INC.,
General Partner
By: /s/ Jonathan H. Paul
-------------------------------
Name: Jonathan Paul
Title: Vice President
By: ZEPHYR PARTNERS
By: GP Aeolus Inc., General Partner
By: /s/ Edward Mattner
-------------------------------
Name: Edward Mattner
Title: Vice President
By: AREHGP INC., General Partner
By: /s/ John Saldarelli
--------------------------------
Name: John Saldarelli
Title: President
RALEIGH GP CORP.
By: /s/Peter Braverman
--------------------------------
Name: Peter Braverman
Title: Vice President
[Amendment No. 1 to Schedule 13D]
<PAGE> 8
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: August 21, 1996 ROCKLAND PARTNERS, INC.
By: /s/ Jonathan H. Paul
------------------------------
Name: Jonathan Paul
Title: Vice President
ZEPHYR PARTNERS
By: GP Aeolus Inc., General Partner
By: /s/ Edward Mattner
-----------------------------
Name: Edward Mattner
Title: Vice President
By: AREHGP INC., General Partner
By: /s/ John Saldarelli
------------------------------
Name: John Saldarelli
Title: President
[Amendment No. 1 to Schedule 13D]
<PAGE> 9
Exhibit Index
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C> <C>
99.1 Letter dated August 16, 1996
from Raleigh Capital to the
General Partner
99.2 Letter dated August 19, 1996 from
the General Partner to Raleigh Capital
99.3 Letter dated August 20, 1996 from
Raleigh Capital to the
General Partner
</TABLE>
<PAGE> 1
RALEIGH CAPITAL ASSOCIATES L.P.
100 Jericho Quadrangle, Suite 214
Jericho, NY 11753-2717
August 16, 1996
Mr. Judd Malkin
Arvida/JMB Managers, Inc.
900 North Michigan Avenue
Chicago, IL 60611
Dear Judd:
We appreciate the opportunity to meet with you today. We wish to
emphasize our views and concerns pertaining to the proposed Arvida/JMB Starwood
financing. As described to us by you, the contemplated loan is a $160,000,000
facility comprised of two tranches, a senior portion of 80,000,000 (the "Senior
Portion") and a junior portion of $80,000,000 (the "Mezzanine Portion"). The
Senior Portion is expected to have a floating rate tied to LIBOR while the
Mezzanine Portion will bear interest at a rate expected to provide the holder
with a 17% yield. Interest on the Senior Portion will be paid currently while
interest on the Mezzanine Portion will require limited payments of interest on
a fixed basis together with an accrual feature. Proceeds of the loan will be
used to retire a substantial portion of the Partnership's existing debt and to
make a distribution to unitholders of approximately $350 per unit.
Based on the information given to us at this point, we wish to repeat
our strenuous objection to the proposed borrowing and our desire that the
Partnership not proceed with the financing. In our view, the proposed loan
terms are excessive relative to present market pricing for this type of
facility. Accordingly, we would like to reiterate our offer to use our best
efforts to obtain superior financing proposals for the benefit of the
Partnership and its unitholders. In addition, to ensure that the Partnership
does not risk being worse off by rejecting the Starwood proposal if Raleigh is
unable to obtain a superior facility, Raleigh, itself, will provide
substantially identical financing to the Starwood proposal as described by you.
As you and Lehman Brothers are aware, the partners of Raleigh have aggregate
discretionary capital in excess of $2 billion, provide similar financings in
the ordinary course of their business, and are experienced as both lenders and
borrowers in the structure and terms of such financings.
<PAGE> 2
With our offer, the Partnership and its unitholders take no risk and
have the opportunity to secure a better financing by terminating discussions
with Starwood and commencing discussions with us or others as soon as you are
able to. We look forward to hearing from you.
Very truly yours,
RALEIGH CAPITAL ASSOCIATE L.P.
By: Raleigh GP Corp., its general partner
By: /s/Michael L. Ashner
--------------------
Michael L. Ashner
Its: President
cc: W. Edward Scheetz
Jonathan H. Paul
Carl Icahn
Robert Lieber
Gary Nickele
<PAGE> 1
EXHIBIT 99.2
[ARVIDA/JMB LETTERHEAD]
August 19, 1996
VIA AIRBORNE
Mr. Michael F. Ashner
Raleigh Capital Associates, L.P.
100 Jericho Quadrangle
Suite 214
Jericho, New York 11753-2717
Dear Michael:
This responds to your letter of August 16, 1996. As we advised you in
our meeting of last Thursday, the pricing of the proposed financing with
Starwood being considered by Arvida/JMB Partners, L.P. (the "Partnership"), as
well as other terms of such proposed financing, are currently being negotiated.
We have not reached an agreement on the proposed financing with Starwood. As
you are aware, the Partnership has agreed with Starwood not to pursue or
negotiate any other offers for financing similar to the proposed financing with
Starwood for a specified period of time, and the Partnership intends to honor
its agreement.
As we indicated in our meeting, we will convey your views concerning
the proposed financing with Starwood to the Special Committee so that all of
its members may consider those views, as well as all other relevant facts, in
making decisions with respect to the proposed financing with Starwood. Please
be assured that the Partnership will continue to act in the best interests of
all of its limited partners.
Very truly yours,
ARVIDA/JMB PARTNERS, L.P.
By: Arvida/JMB Managers, Inc.
General Partner
By: /s/ JUDD D. MALKIN
-----------------------------
Judd D. Malkin
Chairman
<PAGE> 1
RALEIGH CAPITAL ASSOCIATES L.P.
100 Jericho Quadrangle, Suite 214
Jericho, NY 11753-2717
August 20, 1996
Mr. Judd Malkin
Arvida/JMB Managers, Inc.
900 North Michigan Avenue
Chicago, IL 60611
Dear Judd:
Earlier, we wrote to you (a) offering to attempt to obtain superior
financing proposals for the benefit of the Partnership and its unitholders when
compared to the proposal from Starwood which you are now considering; and (b)
agreeing to provide substantially identical financing to the Starwood proposal
as described by you to us at Thursday's meeting in the event we fail to obtain
superior financing.
By this letter we are supplementing our offer to provide that if you
accept our offer to obtain better financing or, failing that, to make the loan
ourselves on Starwood's terms, we are prepared to offer to the unitholders, to
the extent permitted by the partnership agreement, the opportunity to accept,
should they so desire, $500 per unit (less the amount of the distributions to
the unit holders as a result of such borrowing) when Raleigh makes the loan to
Arvida/JMB. Our financing proposal is not, however, conditioned on you
accepting this added feature and you are free to accept or reject it as you
deem most appropriate for unitholders.
We believe that both as originally made and especially as supplemented
herein, our proposal is substantially more beneficial to the unitholders than
the proposal made by Starwood. We will provide the partnership the opportunity
to obtain financing on terms which are superior to the terms provided by
Starwood. Regardless of whether we are arranging the financing through a third
party or are providing the financing to the partnership on the same terms as
the Starwood proposal, those unitholders who desire current cash in excess of
the amount distributed to them from the financing will gain the opportunity to
obtain additional cash by selling their units for effectively $500 per unit.
<PAGE> 2
If, in spite of our superior offer, you determine to accept the
Starwood financing, you will do so at the peril of having breached your
fiduciary obligation to the unitholders both by turning down the opportunity to
obtain financing on superior terms and by turning down the opportunity to
obtain for the unitholders who wish to do so the right to sell their units for
$500.
We look forward to hearing from you.
Very truly yours,
RALEIGH CAPITAL ASSOCIATE L.P.
By: Raleigh GP Corp., its general partner
By: /s/Michael L. Ashner
--------------------
Michael L. Ashner
Its: President
cc: W. Edward Scheetz
Jonathan H. Paul
Carl Icahn
Robert Lieber
Gary Nickele
Andrew Tedford
