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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)
ARVIDA/JMB PARTNERS, L.P.
a Delaware Limited Partnership
(Name of Subject Company)
RALEIGH CAPITAL ASSOCIATES L.P.
(Bidder)
LIMITED PARTNERSHIP INTERESTS
(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)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
--------- - ----------
$77,885,000 $15,577.00
*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 $421 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: $15,207.00
-----------
Filing Party: Raleigh Capital Associates L.P.
-------------------------------
Form or registration no.: Schedule 14D-1 Date Filed: June 19, 1996
--------------- ---------------
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SCHEDULE 13D
CUSIP NO. PAGE OF 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) [ ]
(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 OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
5 Units
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
5 Units
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5 Units
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
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AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on Schedule
14D-1 filed with the Commission on June 19, 1996 (the "Schedule 14D-1") by
Raleigh Capital Associates L.P., a Delaware limited partnership (the
"Purchaser"), relating to the tender offer of the purchaser to purchase up to
185,000 of the outstanding limited partnership interests ("Units") of
Arvida/JMB Partners, L.P., a Delaware limited partnership (the "Partnership"),
at a purchase price of $411 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 this Offer to
Purchase (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 1. Security and Subject Company.
Item 1(b) is hereby amended by the following:
The Purchase Price for the Units has been increased to $421 per Unit
less the amount of any distributions declared or made with respect to the Units
between the Offer Date and the date of payment of the Purchase Price by the
Purchaser.
Item 4. Source and Amount of Funds or Other Consideration.
Item 4(a) is hereby amended by the following:
The total amount of funds necessary to purchase the maximum number of
Units sought pursuant to the Offer has been increased to $77,885,000.
Item 10. Additional Information.
Item 10(f) is hereby amended to add the following:
The information set forth in the letter to Unitholders attached hereto
as Exhibit (a)(4) is incorporated herein by reference.
3
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Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended by adding the following, which are
attached as exhibits:
(a)(4) Letter to Unitholders
4
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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: June 28, 1996
RALEIGH CAPITAL ASSOCIATES L.P.
By: Raleigh GP Corp., General Partner
By: /s/ Michael L. Ashner
--------------------------
Name: Michael L. Ashner
Title: President
5
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Exhibit Index
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C>
99.(a)(4) Letter to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
<PAGE> 1
$421
PRICE INCREASE TO PURCHASE
UNITS OF
ARVIDA/JMB PARTNERS, L.P.
BY
RALEIGH CAPITAL ASSOCIATES L.P.
RALEIGH CAPITAL ASSOCIATES L.P. has increased its offer to purchase
Units in Arvida/JMB Partners, L.P. to $421 per Unit. This price is greater
than the $420 offer by Walton Street Capital Acquisition Co. III L.L.C. BY
ACCEPTING THE OFFER, RALEIGH CAPITAL ASSOCIATES WOULD PAY YOU:
Units Owned Increased Price Per Unit Total Purchase Price
o THE INCREASED OFFER IS BEING MADE ON THE SAME TERMS AND
CONDITIONS AS THE ORIGINAL OFFER. YOU WILL NOT BE OBLIGATED
TO PAY ANY COMMISSIONS OR TRANSFER FEES.
o IF YOU HAVE ALREADY TENDERED TO RALEIGH CAPITAL ASSOCIATES AND
HAVE NOT WITHDRAWN YOUR TENDER YOU WILL AUTOMATICALLY RECEIVE
THE BENEFIT OF THE INCREASED $421 OFFER. NO FURTHER ACTION IS
NECESSARY.
o IN THE EVENT THAT YOU RECEIVE ANY FUTURE OFFERS, INCLUDING
OFFERS FROM WALTON STREET CAPITAL ACQUISITION CO. III L.L.C.,
PLEASE CONTACT THE HERMAN GROUP, INC. AT (800) 992-6146 BEFORE
SIGNING ANY DOCUMENTATION, AS RALEIGH CAPITAL ASSOCIATES MAY
HAVE ALREADY INCREASED ITS OFFER.
If you elect to tender your Units, mail or facsimile a duly completed
and executed copy of the Letter of Transmittal, a copy of which is enclosed,
and any documents required by the Letter of Transmittal to the Depositary using
the enclosed pre-addressed, postage paid envelope at:
The Herman Group, Inc.
2121 San Jacinto Street, 26th Floor
Dallas, Texas 75221-9602
Facsimile No. (214) 999-9348 or (214) 999-9323
For information call 1-800-992-6146
RALEIGH CAPITAL ASSOCIATES L.P.
