ARVIDA JMB PARTNERS L P, PREC14A, 1996-10-17

ARVIDA JMB PARTNERS L P
PREC14A, 1996-10-17
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<PAGE> 1

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a - 11(c) or Rule 14a - 12

ARVIDA/JMB PARTNERS, L.P.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

RALEIGH CAPITAL ASSOCIATES L.P.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

LIMITED PARTNERSHIP INTERESTS AND ASSIGNEE INTERESTS THEREIN
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

N/A
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

N/A
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

N/A
- --------------------------------------------------------------------------------
(5) Total fee paid:

- --------------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------
(3) Filing Party:

- --------------------------------------------------------------------------------
(4) Date Filed:

- --------------------------------------------------------------------------------
<PAGE> 2
PRELIMINARY CONSENT MATERIAL
OCTOBER 17, 1996

RALEIGH CAPITAL ASSOCIATES L.P.
100 JERICHO QUADRANGLE, SUITE 214
JERICHO, NEW YORK 11735-2717

Dear Fellow Investor:

Raleigh Capital Associates L.P. is the largest investor in Arvida/JMB
Partners, L.P., owning approximately 20% of the Partnership's outstanding
Units. Recent actions by the current and original General Partner (the
"Syndicator General Partner") have caused Raleigh to become extremely concerned
about the continued financial viability of the Partnership. AS A FELLOW
INVESTOR, WE THINK YOU TOO SHOULD BE CONCERNED. After years of abysmal
performance as the manager of your investment, the Syndicator General Partner
has now embarked on a strategy of self-preservation and self- enrichment at our
mutual expense. By hastily agreeing to grant restrictive and "above market"
loan terms, the Syndicator General Partner will unnecessarily cost the
Partnership tens of millions of extra dollars. The Syndicator General Partner
is trying desperately to prevent its removal in order to ensure its continued
enrichment. THIS IS YOUR MONEY! DON'T LET THEM DO IT. VOTE WITH RALEIGH
IMMEDIATELY TO REMOVE THE SYNDICATOR GENERAL PARTNER AND REPLACE IT WITH
RALEIGH REALTY MANAGEMENT L.P., A NEW GENERAL PARTNER WHO WILL PROTECT YOUR
INTEREST.

WHY REMOVAL? Since formation of the Partnership, the Syndicator General
Partner group, having invested a mere $2,000, has paid itself more than $119
million in fees, distributions and other disbursements from the Partnership.
In 1995 alone, such payments aggregated $7.7 million versus the $5.4 million
distributed to Investors. The Syndicator General Partner group now intends to
complete a $160 million financing, of which $8 million will be paid to it
tax-free. Through a variety of cleverly disguised "poison-pill" provisions,
the loan effectively secures the Syndicator General Partner group's continued
receipt of enormous payments through June 2002. MORE IMPORTANTLY, THE
SYNDICATOR GENERAL PARTNER HAS THE NERVE TO PURSUE THIS SELF-ENTRENCHING AND
SELF-ENRICHING TRANSACTION WITHOUT YOUR CONSENT!

WHY DID THE SYNDICATOR GENERAL PARTNER AGREE TO SUCH A LOAN? We believe
the Syndicator General Partner negotiated this "sweetheart" loan in haste with
one of its former partners as an eleventh-hour attempt to thwart Raleigh's
prior tender offer for Units. If Raleigh acquired a substantial block of
Units, the Syndicator General Partner would be at risk of being removed if it
continued its self-enriching management practices. Thus, in response to the
Raleigh tender offer, the Syndicator General Partner ignored its fiduciary duty
to you and pursued an unholy trade with its former business partner:
exorbitant and excessive above-market loan terms in exchange for securing its
continued role as manager and general partner of your Partnership. Ask
yourself, why the Syndicator General Partner:

o Agreed to have the Partnership pay the Syndicator General
Partner's former partner up to $4.4 million if better financing
could be obtained?

o Rejected Raleigh's offer to seek better financing at no cost to
the Partnership?

o Agreed to a loan which it acknowledged in a letter to Investors
would make the Partnership highly leveraged and put at risk
future distributions to Investors?

WHO CARES ABOUT THE INTERESTS OF INVESTORS? Raleigh does. As the
largest Unitholder with over $37 million invested in the Partnership, our
interests -- and not those of the Syndicator General Partner with a $2,000
investment -- are clearly closely aligned with yours. As the new general
partner, Raleigh Realty Management intends to immediately reject this loan
transaction. Furthermore, as evidence of its intention to operate the
Partnership for the benefit of Investors, Raleigh Realty Management has
voluntarily agreed to limit its own distributions, give Investors a voice in
significant decisions and reduce Partnership expenses.
<PAGE> 3
WHO IS RALEIGH REALTY MANAGEMENT? Raleigh Realty Management is
comprised of affiliates of some of the most successful financial investors and
real estate developers in Florida and the United States: Westbrook Partners,
L.L.C., one of the largest purchasers of master planned communities in the
United States; Lennar Corporation, the largest homebuilder in Florida; Apollo
Real Estate Advisors, a leading real estate investment firm; and Zephyr
Partners, an affiliate of American Real Estate Partners, L.P., a prominent
public company specializing in real estate acquisition, management and
development and Bayswater Realty & Capital Corp., a leading residential builder
and developer in the New York metropolitan area.

WHAT HAS RALEIGH DONE? In addition to funding this Consent Solicitation
and assembling an experienced replacement general partner, Raleigh has
commenced a lawsuit against the Syndicator General Partner and others seeking,
among other things, to enjoin this self-interested loan transaction. In
response to such lawsuit, the Syndicator General Partner has agreed that it
will not close the loan pending a hearing on Raleigh's motion for a preliminary
injunction scheduled for November 21, 1996.

WHAT CAN YOU DO? Protect your investment! JOIN WITH US. SIGN, DATE
AND PROMPTLY MAIL THE ENCLOSED GREEN CONSENT CARD TO THE ADDRESS INDICATED.
Your consent is important. No matter how many Units you own, Raleigh urges you
to vote FOR the proposal more fully described in the enclosed Consent
Statement.

Very truly yours,

-----------------------------------
Michael L. Ashner
October __, 1996 President, Raleigh GP Corp.
<PAGE> 4
PRELIMINARY CONSENT MATERIAL
OCTOBER 17, 1996

RALEIGH CAPITAL ASSOCIATES L.P.
100 JERICHO QUADRANGLE, SUITE 214
JERICHO, NEW YORK 11735-2717

-------------------------------

CONSENT STATEMENT
TO HOLDERS OF UNITS IN
ARVIDA/JMB PARTNERS, L.P.

SOLICITATION OF WRITTEN CONSENTS TO
REMOVE AND REPLACE THE SYNDICATOR GENERAL PARTNER OF
ARVIDA/JMB PARTNERS, L.P.

October __, 1996

-------------------------------

This consent statement (the "Consent Statement") is being furnished to
holders ("Investors") of limited partnership interests and assignee interests
therein (together, "Units") of Arvida/JMB Partners, L.P. (the "Partnership") in
connection with the solicitation by Raleigh Capital Associates L.P. ("Raleigh")
of written consents to remove and replace Arvida/JMB Managers, Inc. (the
"Syndicator General Partner") as general partner of the Partnership (as more
fully described below, the "Consent Solicitation"). The proposal (the
"Proposal") to which this Consent Solicitation relates is set forth in its
entirety under "THE PROPOSAL" below. This Consent Statement and the enclosed
GREEN consent card are first being furnished to Investors on or about October
__, 1996.

THE PROPOSAL PROVIDES FOR (1) THE REMOVAL OF THE CURRENT AND ORIGINAL
SYNDICATOR GENERAL PARTNER, WHICH SINCE 1987 HAS BEEN PAID OVER $119 MILLION
FROM THE PARTNERSHIP (COMPARED TO THE MINIMAL AND SPORADIC AMOUNTS PAID TO
INVESTORS), AND WHICH NOW INTENDS TO HAVE THE PARTNERSHIP BORROW $160 MILLION
ON UNNECESSARILY ONEROUS AND COSTLY TERMS FROM A FORMER BUSINESS PARTNER IN
ORDER TO FURTHER ENTRENCH ITSELF IN ITS LUCRATIVE POSITION AS THE SYNDICATOR
GENERAL PARTNER, AND (2) THE REPLACEMENT OF THE SYNDICATOR GENERAL PARTNER WITH
RALEIGH REALTY MANAGEMENT L.P. ("RALEIGH REALTY MANAGEMENT"), A RALEIGH
AFFILIATE WHICH IS COMPRISED OF SOME OF THE MOST SUCCESSFUL FINANCIAL INVESTORS
AND DEVELOPERS OF REAL ESTATE IN FLORIDA AND THE UNITED STATES.

The Syndicator General Partner has attempted to persuade Investors that
the proposed financing (the "Starwood Financing") is in their best interest by
focusing Investors, cash starved after years of minimal distributions due to
the Syndicator General Partner's abysmal management, on a proposed $350 per
Unit cash distribution that would result from the Starwood Financing. DON'T BE
FOOLED. The Starwood Financing would also result in at least an $8 million
cash distribution to the Syndicator General Partner and its affiliates as well
as restrict and potentially eliminate future cash distributions to Investors,
but not impair the Syndicator General Partner group's ability to continue to
receive enormous fees. The Syndicator General Partner has also summarily
rejected and not communicated to you a recent offer made to it by Raleigh which
offered Investors either (a) $500 per Unit in cash or (b) $400 per Unit in cash
and a publicly traded security which would be worth at least $125 per Unit.

Raleigh currently owns nearly 20% of the outstanding Units in the
Partnership, all of which will be voted in favor of the Proposal. INVESTORS
ARE BEING ASKED TO CONSENT TO THE PROPOSAL BY SIGNING, DATING AND PROMPTLY
MAILING THE ENCLOSED GREEN CONSENT CARD. At such time as Raleigh receives
unrevoked written consents representing at least a majority of the Units
outstanding, Raleigh will deliver such written consents to the Syndicator
General Partner and seek to effect the Proposal.
<PAGE> 5
The Syndicator General Partner may provide you with additional materials
which are intended to dissuade you from granting your written consent to the
Proposal. In that regard, we urge you to read this Consent Statement carefully
(see "REASONS FOR THE PROPOSAL"), and ask yourself the following:

o Are you happy with the performance of your investment to date?

o Who has greater concern for your investment -- a partner with $37
million invested in the Partnership or a promoter with a $2,000
investment?

o If the Starwood Financing was the best financing available, why
did the Syndicator General Partner agree to pay the lender, one
of its former partners, up to $4.4 million if more favorable
financing was obtained? And why did it refuse Raleigh's offer to
seek more favorable financing at no cost to the Partnership?

After you've answered these questions, decide for yourself who will act in the
best interest of Investors.

YOUR CONSENT IS IMPORTANT. No matter how many Units you own, Raleigh
urges you to VOTE FOR THE PROPOSAL by signing, dating and promptly returning
the enclosed GREEN consent card in the postage prepaid, self-addressed envelope
enclosed for your convenience.

If you have any questions or need assistance, please call The Herman
Group, Inc., which is assisting in this Consent Solicitation, toll-free at
(800) 992-6146.
<PAGE> 6
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
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<S> <C>
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

REASONS FOR THE PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

RALEIGH REALTY MANAGEMENT'S QUALIFICATIONS AND
EXPERIENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

COMMITMENTS OF RALEIGH REALTY MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . 9

BACKGROUND OF THE PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

THE STARWOOD LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

THE PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

THE PARTNERSHIP'S BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

CONSENT PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

MAILING AND RECORD DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

REVOCATION OF WRITTEN CONSENTS . . . . . . . . . . . . . . . . . . . . . . . 18

REQUIRED INVESTOR CONSENT . . . . . . . . . . . . . . . . . . . . . . . . . . 18

AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SOLICITATION EXPENSES AND RELATED MATTERS . . . . . . . . . . . . . . . . . . . . . . 19

SCHEDULE I - GENERAL PARTNERS OF RALEIGH AND RALEIGH REALTY MANAGEMENT
</TABLE>
<PAGE> 7

SUMMARY

THE INFORMATION IN THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE MORE DETAILED INFORMATION APPEARING ELSEWHERE IN THIS CONSENT
STATEMENT.

REASONS FOR THE PROPOSAL

Raleigh is soliciting consents to the Proposal to remove and replace the
Syndicator General Partner in an effort to protect the investment of all
Investors as well as its own substantial economic investment in the
Partnership. Raleigh is the single largest owner of Units in the Partnership,
owning approximately 20% of the outstanding Units, and has invested over $37
million in the Partnership. Raleigh believes that the Syndicator General
Partner knew it was only a matter of time before it would be held accountable
after years of poor performance in producing returns for Investors. Thus, the
Syndicator General Partner has now embarked on a strategy of self-preservation
and self-enrichment, in blatant disregard of the interests of Investors, by
agreeing to the terms of the Starwood Financing.

SINCE FORMATION OF THE PARTNERSHIP IN 1987, THE SYNDICATOR GENERAL
PARTNER AND ITS AFFILIATES, WHO INVESTED A MERE $2,000 IN THE PARTNERSHIP, HAVE
BEEN PAID MORE THAN $119 MILLION FROM THE PARTNERSHIP, COMPARED TO THE MINIMAL
AND SPORADIC AMOUNTS PAID TO INVESTORS, WHO INVESTED $400 MILLION IN THE
PARTNERSHIP. THE SYNDICATOR GENERAL PARTNER IS NOW, AT THE EXPENSE OF
INVESTORS, PREPARED TO CAUSE THE PARTNERSHIP TO BORROW OVER $160 MILLION FROM
ITS FORMER PARTNER, ON TERMS WHICH ARE UNNECESSARILY BURDENSOME AND UNFAVORABLE
TO THE PARTNERSHIP, AND WHICH WOULD ENTRENCH THE SYNDICATOR GENERAL PARTNER IN
ITS LUCRATIVE POSITION FOR THE REMAINING LIFE OF THE PARTNERSHIP. For a more
detailed description of such self-interested dealings, see "REASONS FOR THE
PROPOSAL."

RALEIGH IS SEEKING TO IMMEDIATELY REMOVE THE SYNDICATOR GENERAL PARTNER
AND REPLACE IT WITH RALEIGH REALTY MANAGEMENT, A RALEIGH AFFILIATE WHICH IS
COMPRISED OF AFFILIATES OF SOME OF THE MOST SUCCESSFUL FINANCIAL INVESTORS AND
DEVELOPERS OF REAL ESTATE IN FLORIDA AND THE UNITED STATES. SEE "RALEIGH
REALTY MANAGEMENT'S QUALIFICATIONS AND EXPERIENCE." RALEIGH REALTY MANAGEMENT
INTENDS TO REJECT THE PROPOSED FINANCING AND OTHERWISE ACT IN THE BEST INTEREST
OF INVESTORS. IN THAT REGARD, RALEIGH REALTY MANAGEMENT HAS COMMITTED TO TAKE
CONCRETE ACTIONS INTENDED TO INCREASE INVESTOR DISTRIBUTIONS, LIMIT THE NEW
GENERAL PARTNER'S DISTRIBUTIONS, DECREASE PARTNERSHIP EXPENSES AND GIVE
INVESTORS A VOICE ON SIGNIFICANT PARTNERSHIP DECISIONS. SEE "COMMITMENTS OF
RALEIGH REALTY MANAGEMENT" FOR A COMPLETE DESCRIPTION OF THESE COMMITMENTS.

The Syndicator General Partner has attempted to persuade Investors that
the proposed Starwood Financing is in their best interest by focusing
cash-starved Investors on a proposed $350 per Unit cash distribution that would
result from such financing. DON'T BE FOOLED. The proposed financing would
also result in an $8 million cash distribution to the Syndicator General
Partner and its affiliates and would encumber the Partnership and its
properties to such a degree that future cash distributions to Investors will be
severely restricted and could be jeopardized in their entirety. Raleigh
believes that the Syndicator General Partner's actions have been motivated by
its desire to further entrench itself in an extremely lucrative position and
that such actions have seriously threatened the Investors' investment in the
Partnership.

THE ILL-ADVISED STARWOOD FINANCING

The Syndicator General Partner has arranged for the Starwood Financing
with an affiliate of Barry Sternlicht, a former officer and partner of
affiliates of the Syndicator General Partner. Mr. Sternlicht identified,
analyzed and helped the Partnership negotiate its original acquisition of its
properties from The Walt Disney Company in 1987, an acquisition which resulted
in initial fees and special distributions to the Syndicator General Partner
group of $40 million. When he left JMB Realty Corporation to form his own
company, Mr. Sternlicht was the tenth largest equity holder in JMB Realty.
Now, as a principal of the lender in the Starwood Financing,

1
<PAGE> 8

Mr. Sternlicht is scheming with the Syndicator General Partner to improperly
devalue the Partnership's investment in the properties. The terms of the
Starwood Financing, which are onerous, burdensome and detrimental to the
Partnership and Investors, include:

o EXORBITANT INTEREST RATE. An exorbitant and costly interest
rate, much higher than that presently available in the market for
similar financings. With little effort, Raleigh has obtained an
indication of interest for a comparable amount of financing from
a prominent financial institution which would save the
Partnership up to $25 million (or $62 per Unit) in total interest
payments, including $4.4 million (in excess of $10 per Unit) in
1997 alone.

o EXCESSIVE PENALTIES AND OBLIGATIONS. Excessive prepayment
penalty and yield maintenance obligations, which will
unnecessarily cost the Partnership approximately $30 million (or
$75 per Unit).

o LIMITATIONS ON REMOVAL RIGHTS. Substantial penalty payments to
the lender if, without the lender's consent, Investors remove and
replace the Syndicator General Partner, as they are entitled to
do under the Partnership Agreement. Further, a fee of up to $1.6
million if the lender consents to the replacement of the
Syndicator General Partner, but a self-dealing avoidance of such
fee if the new general partner is an affiliate of the Syndicator
General Partner. In so doing, the Syndicator General Partner, in
contravention of the explicit provisions of the Partnership
Agreement, has restricted your ability to remove it, thereby
entrenching itself and preserving its lucrative fee income.

o LENDER CONTROL. Provisions which effectively relinquish the
Syndicator General Partner's obligations to Investors by giving
the lender effective control of the Partnership, its operating
and capital budgets, its business and marketing plans, and its
cash distributions.

o ADVERSE EFFECT ON FUTURE DISTRIBUTIONS. Loan terms which
severely restrict, and may even prevent, any further
distributions to Investors beyond the proposed one-time
distribution of $350 per Unit (substantially below the value of
each Unit and Raleigh's currently outstanding $500 per Unit
tender offer discussed below). Prospectively, this could
continue the past burden of taxable income exceeding cash
distributions.

o PREJUDICIAL "BREAK-UP" FEE. Payment to the lender of a penalty
of up to $4.4 million if the Partnership obtains more favorable
financing from another party, a provision which effectively
grants the lender improper "lock-up" rights.

o RISK OF DEFAULT. The exorbitant and costly interest rates and
amortization of the Starwood Financing will produce a burdensome
level of debt. Such debt, given the cyclical nature of the
Partnership's real estate development business, risks default on
the part of the Partnership and places the assets of the
Partnership in jeopardy.

In addition to commencing this Consent Solicitation, Raleigh has taken
several steps to prevent the Starwood Financing. In August 1996, Raleigh
offered to obtain superior financing for the Partnership on behalf of all
Investors. The Syndicator General Partner rejected Raleigh's proposal outright
in favor of pursuing its self-preservation and self- enrichment strategy. In
September 1996, Raleigh proposed a negotiated merger transaction (the "Raleigh
Merger Proposal") which would provide Investors with either (i) $500 per Unit
in cash or (ii) at least $525 per Unit (comprised of $400 per Unit in cash plus
a publicly traded security of the surviving entity which would be worth at
least $125 per Unit). That proposal, which was conditioned upon the Starwood
Financing not occurring, was also promptly rejected. Frustrated and concerned
by the Syndicator General Partner's continuing rejection of more favorable
alternatives, on September 27, 1996, Raleigh commenced an action in the
Delaware Chancery Court against the Syndicator General Partner, its directors,
the Starwood

2
<PAGE> 9

Financing lender and Mr. Sternlicht, setting forth claims for breach of
fiduciary duty and waste and seeking, among other things, to enjoin the
Starwood Financing on behalf of the Partnership. See "THE STARWOOD LITIGATION"
below.

Such recent actions by the Syndicator General Partner, coupled with the
Syndicator General Partner's track record for self-enrichment,
self-entrenchment and poor management, have prompted Raleigh to commence this
Consent Solicitation. Raleigh believes that the interests of all Investors
will be imperiled if the Syndicator General Partner is not removed and replaced
prior to the consummation of the Starwood Financing. See "REASONS FOR THE
PROPOSAL" below.

CERTAIN INFORMATION ABOUT RALEIGH REALTY MANAGEMENT AND RALEIGH

Raleigh Realty Management is comprised of affiliates of Westbrook
Partners, L.L.C. ("Westbrook"), Lennar Corporation ("Lennar"), Apollo Real
Estate Advisors II, L.P. (together with its affiliated entities, "Apollo") and
Zephyr Partners, an affiliate of American Real Estate Partners, L.P. ("AREP")
and Bayswater Realty & Capital Corp. ("Bayswater") (collectively, the "Raleigh
Principals"). The Raleigh Principals have extensive experience in managing
real estate investment funds such as the Partnership as well as in real estate
development and management. The Raleigh Principals also possess the requisite
experience and integrity necessary to fulfill the fiduciary obligations owed by
a general partner to its limited partners. Moreover, unlike the Syndicator
General Partner, as an affiliate of a 20% Unitholder, Raleigh Realty Management
and Investors will be aligned side by side with investors sharing the mutual
objectives of maximizing the return on the investment of all Investors and
increasing the value of the Units.

Westbrook, one of the largest purchasers of land development companies
in the country, currently has investments in 17 residential developments and
has contracted to acquire a majority of the assets of one of the largest master
planned community developers in the country. Lennar, one of the nation's
largest homebuilders, is a diversified real estate company with total assets in
excess of $1.7 billion and stockholders' equity in excess of $650 million.
Lennar is the largest homebuilder in Florida, and has been the dominant player
in the South Florida market for over 40 years. Apollo is a leading real estate
investment firm which has invested over $650 million in transactions with a
total capitalization in excess of $3 billion. Zephyr Partners is an affiliate
of AREP, a $600 million publicly-traded limited partnership specializing in
real estate acquisition, management and development, and of Bayswater, a
leading residential builder and developer in the New York metropolitan area.
For additional information on Raleigh Realty Management and each of its
constituents, see "RALEIGH REALTY MANAGEMENT'S QUALIFICATIONS AND EXPERIENCE."

As evidence of its alignment with fellow Investors, Raleigh Realty
Management has committed to take the following concrete actions in the event it
is elected as the new general partner of the Partnership:

o Reduce Partnership administrative expenses by 50% by agreeing to
limit administrative expense reimbursements to 50% of the amounts
paid for the twelve months ended June 30, 1996, subject to
increases for inflation.

o Reduce management fees by at least 15% by agreeing, in the event
Arvida Company is replaced as manager, to limit payments to the
new manager to no more than 85% of the amounts paid for the
twelve months ended June 30, 1996, subject to increases for
inflation.

o Limit distributions to Raleigh Realty Management until Investors
have received their original investment.

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<PAGE> 10

o Increase the voice of Investors in the Partnership by voluntarily
giving them the right to vote on:

(i) The Partnership's liquidation strategy; and
(ii) Any major non-project related financing

o Agree not to propose any new fees for Raleigh Realty Management
or its affiliates.

And finally, demonstrating our willingness to put our money at risk to
protect your and our investment, Raleigh will (unlike the Syndicator
General Partner) bear the costs of this Consent Solicitation without
seeking any reimbursement from the Partnership.

See "COMMITMENTS OF RALEIGH REALTY MANAGEMENT" for a complete description of
these commitments.

On October 17, 1996, Raleigh commenced a new tender offer (the "Raleigh
Tender Offer") for 100,000 Units at a price of $500 per Unit subject to the
condition that the Starwood Financing not occur. Raleigh commenced the Raleigh
Tender Offer because it believes that Investors who want to liquidate their
investment in the Partnership will find the $500 per Unit cash purchase price
an attractive one. This $500 per Unit cash purchase price is the same as the
all cash portion of the Raleigh Merger Proposal proposed to but rejected by the
Syndicator General Partner. Raleigh believes that the Units represent an
attractive investment opportunity provided that the Starwood Financing does not
occur. THIS CONSENT SOLICITATION IS NOT AN OFFER TO BUY OR A SOLICITATION OF
AN OFFER TO SELL UNITS. THE RALEIGH TENDER OFFER IS BEING MADE ONLY PURSUANT
TO AN OFFER TO PURCHASE, DATED OCTOBER 17, 1996, AND THE RELATED LETTER OF
TRANSMITTAL, WHICH WERE MAILED TO INVESTORS ON SUCH DATE AND TO WHICH INVESTORS
SHOULD REFER.

CONSENT PROCEDURES

According to the Partnership's Quarterly Report on Form 10-Q for the
six-month period ended June 30, 1996, the Partnership has 404,000 Units
outstanding. As of October 14, 1996, Raleigh and its affiliates beneficially
owned an aggregate of 80,347 Units, all of which, together with all Units
acquired in the Raleigh Tender Offer, will be voted FOR the Proposal. Raleigh
believes that written consents representing at least 202,001 Units will
constitute the requisite number of written consents to effectuate the Proposal.
BY EXECUTING THE ENCLOSED GREEN CONSENT CARD NOW, INVESTORS CAN ENSURE THAT AN
EXECUTED WRITTEN CONSENT WILL BE DELIVERED TO THE PARTNERSHIP AND BE EFFECTED
AT THE EARLIEST PRACTICABLE MOMENT. INVESTORS SHOULD EXECUTE A GREEN CONSENT
CARD FOR THE PROPOSAL WHETHER OR NOT THEY TENDER ANY UNITS IN THE RALEIGH
TENDER OFFER.

At such time as Raleigh receives unrevoked written consents representing
at least a majority of the Units outstanding, Raleigh will deliver such written
consents to the Syndicator General Partner. Should the Syndicator General
Partner or its affiliates seek to frustrate this Consent Solicitation and
refuse to recognize the will of the Investors, Raleigh intends to vigorously
challenge and dispute any such tactics.

The Partnership may provide you additional materials which are intended
to dissuade you from granting your written consent. In that regard, we urge
you to read this Consent Statement carefully (see "REASONS FOR THE PROPOSAL"),
and then sign, date and promptly mail the enclosed GREEN consent card to
Raleigh. If a GREEN consent card is executed, but no indication is made as to
what action is to be taken, it will be deemed to constitute a vote FOR the
Proposal.

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<PAGE> 11

IT IS THE PRESENT INTENTION OF RALEIGH TO CLOSE THIS CONSENT
SOLICITATION AT THE EARLIEST POSSIBLE TIME. THE EARLIEST TIME THAT THIS
CONSENT SOLICITATION CAN BE CLOSED IS THAT DATE ON WHICH (1) THE UNREVOKED
WRITTEN CONSENTS OF AT LEAST A MAJORITY OF THE UNITS OUTSTANDING HAVE BEEN
RECEIVED BY RALEIGH AND (2) THE UNREVOKED WRITTEN CONSENTS HAVE BEEN DELIVERED
TO THE SYNDICATOR GENERAL PARTNER. RALEIGH IS SEEKING, IF POSSIBLE, TO CLOSE
THIS CONSENT SOLICITATION ON OR BEFORE _____________________, 1996.

Your consent is important. No matter how many Units you own, and
whether or not you tender any Units in the Raleigh Tender Offer, Raleigh urges
you to vote FOR the Proposal by signing, dating and promptly mailing the
enclosed GREEN consent card in the postage prepaid, self-addressed envelope
enclosed for your convenience.

PLEASE SIGN, DATE AND PROMPTLY MAIL THE ENCLOSED GREEN CONSENT CARD.

If you have any questions or need assistance, please call The Herman
Group, Inc., which is assisting in this Consent Solicitation, toll-free at
(800) 992-6146.

5
<PAGE> 12
REASONS FOR THE PROPOSAL

Raleigh's proposal to remove and replace the Syndicator General Partner
is motivated by a desire to protect the investment of all Investors as well as
its own substantial economic investment in the Partnership. Raleigh is the
single largest owner of Units in the Partnership, owns approximately 20% of the
outstanding Units and has invested over $37 million in the Partnership.
Raleigh believes that after years of poor performance in producing returns for
Investors, the Syndicator General Partner has embarked on a strategy of
self-preservation in disregard of the interests of Investors by agreeing to the
terms of the Starwood Financing.

As shown in the table below, since 1987 Investors have received
aggregate distributions of $377.57 per Unit, while the Syndicator General
Partner and its affiliates, who invested $2,000 in the Partnership, have
received aggregate fees, distributions and reimbursements from the Partnership
of more than $119 million during the same period. In 1995 alone, the
Syndicator General Partner and its affiliates received aggregate fees,
distributions and reimbursements from the Partnership exceeding $7 million
while total distributions to Investors amounted to merely $5.4 million ($13.49
per Unit, or a 1.35% return). FURTHERMORE, OVER THE LAST THREE CALENDAR YEARS,
INVESTORS HAVE BEEN REQUIRED TO REPORT TAXABLE INCOME OF $274 PER UNIT WHILE
RECEIVING CASH DISTRIBUTIONS OF LESS THAN $20 PER UNIT. MORE IMPORTANTLY,
CONSUMMATION OF THE STARWOOD FINANCING MAY CONTINUE THIS PATTERN OF TAXABLE
INCOME EXCEEDING CASH DISTRIBUTIONS DUE TO RESTRICTIONS ON FUTURE DISTRIBUTIONS
COMBINED WITH THE REQUIREMENT TO MAINTAIN SUBSTANTIAL RESERVES.

COMPARISON OF CASH PAYMENTS TO THE SYNDICATOR GENERAL PARTNER AND INVESTORS

YEAR SYNDICATOR GENERAL PARTNER AND AFFILIATES INVESTORS
- ---- ------------------------------------------------ ---------------------------------

FEES, EXPENSES,
DISTRIBUTIONS & REIMBURSEMENTS TOTAL PAYMENTS TOTAL PER UNIT
<S> <C> <C> <C> <C> <C>
1987 $20,000,000 $22,194,000 $42,194,000 -- --

1988 1,418,000 5,182,000 6,600,000 $29,039,000 $71.88

1989 5,836,000 10,007,000 15,843,000 52,521,000 130.00
1990 6,214,000 9,506,000 15,720,000 52,521,000 130.00

1991 -- 7,485,000 7,485,000 -- --
1992 -- 7,353,000 7,353,000 -- --

1993 -- 7,289,000 7,289,000 -- --

1994 143,000 7,588,000 7,731,000 2,565,000 6.35
1995 303,000 7,379,000 7,682,000 5,449,000 13.49

1996 (2Q) 579,000 2,887,000 3,466,000 10,444,000 25.85
----------- ----------- ------------ ------------ ---------
Subtotal: $34,493,000 $86,870,000 $121,363,000 $152,539,000 $377.57

Less: (1,588,000) -- (1,588,000) -- --
=========== ========== ========= =========== =========
Deferred
Distributions

Total: $32,905,000 $86,870,000 $119,775,000 $152,539,000 $ 377.57
=========== =========== ============ ============ ========

- ----------------------------------------------------------------------------------------------------
AMOUNT INVESTED: $ 2,000 $400,000,000 $ 1,000
- ----------------------------------------------------------------------------------------------------
</TABLE>

As discussed under "BACKGROUND OF THE PROPOSAL," Raleigh believes that
the Starwood Financing originally was conceived as an eleventh hour, bad faith
attempt to thwart a prior tender offer for Units by Raleigh. The Syndicator
General Partner's decision, however, to pursue the Starwood Financing in spite
of

6
<PAGE> 13
the successful closing of Raleigh's tender offer is viewed by Raleigh as a
costly exercise in self-dealing and an abdication by the Syndicator General
Partner of its fiduciary duties to the Partnership and its Investors. See "THE
STARWOOD LITIGATION" below.

Raleigh believes that the Syndicator General Partner is acting in its
own self-interest by agreeing to the loan terms contemplated by the Starwood
Financing, which terms, Raleigh believes, are not in the best interests of the
Partnership or its Investors. Raleigh does not believe that the Starwood
Financing is driven by any legitimate business necessity. Instead, it is being
obtained primarily for the purpose of further entrenching the Syndicator
General Partner in its current lucrative position by ensuring that the
Syndicator General Partner continues to receive substantial fees (such as the
$8 million the Syndicator General Partner group will receive on closing of the
Starwood Financing) and other payments from the Partnership.

Among numerous other unfavorable and onerous terms of the Starwood
Financing are the following:

o EXCESSIVE PENALTIES AND OBLIGATIONS. Excessive prepayment
penalty and yield maintenance obligations, which will
unnecessarily cost the Partnership approximately $30 million (or
$75 per Unit).

o LIMITATIONS ON REMOVAL RIGHTS. Substantial penalty payments to
the lender if, without the lender's consent, Investors remove and
replace the Syndicator General Partner, as they are entitled to
do under the Partnership Agreement. Further, a fee of up to $1.6
million if the lender consents to the replacement of the
Syndicator General Partner, but a self-dealing avoidance of such
fee if the new general partner is an affiliate of the Syndicator
General Partner. In so doing, the Syndicator General Partner has
restricted your ability to remove it in contravention of the
explicit provisions of the Partnership Agreement, thereby
entrenching itself and preserving its lucrative fee income.

o ADVERSE EFFECT ON FUTURE DISTRIBUTIONS. Loan terms which
severely restrict, and may even prevent, any further
distributions to Investors beyond the proposed one-time
distribution of $350 per Unit (substantially below the value of
each Unit and Raleigh's currently outstanding $500 per Unit
tender offer). Prospectively, this could continue the past
burden of taxable income exceeding cash distributions.

Despite Raleigh's repeated objections and offers to the Syndicator
General Partner to obtain more favorable financing, the Syndicator General
Partner has nevertheless continued to pursue the Starwood Financing.

7
<PAGE> 14
Raleigh even offered to obtain financing on superior terms for the benefit of
the Partnership and Investors, as an alternative to the Starwood Financing.
Such proposal, as well as a subsequent proposal by Raleigh to pursue the
Raleigh Merger Proposal, wherein Investors would be offered either (i) $500 per
Unit in cash or (ii) $525 per Unit (comprised of $400 per Unit in cash plus a
publicly traded security of the surviving entity which would be worth at least
$125 per Unit), were summarily rejected by the Syndicator General Partner.

Such recent actions by the Syndicator General Partner, coupled with the
Syndicator General Partner's track record of self-enrichment and
self-entrenchment, has prompted Raleigh to commence this Consent Solicitation.
Raleigh believes that the interests of all Investors will be imperiled if the
Syndicator General Partner is not removed and replaced prior to the
consummation of the Starwood Financing.

RALEIGH REALTY MANAGEMENT'S QUALIFICATIONS AND EXPERIENCE

The general partners of Raleigh Realty Management and Raleigh are
Raleigh GP Corp., Rockland Partners, Inc. and Zephyr Partners, affiliates of
Lennar, Westbrook, Apollo, AREP and Bayswater. The Raleigh Principals have
extensive experience in managing real estate investment funds such as the
Partnership as well as in real estate development and management.

As set forth below, the Raleigh Principals collectively possess the
requisite experience and integrity necessary to fulfill the fiduciary
obligations owed by a general partner to its limited partners. Moreover, as an
affiliate of a 20% Unitholder, Raleigh Realty Management and Investors will be
aligned side by side with Investors sharing the mutual objectives of maximizing
the return on the investment of all Investors and increasing the value of the
Units. The Syndicator General Partner's interest to maximize its fees and
reimbursements under the Partnership Agreement is, however, in direct conflict
with the interests of all Investors.

Lennar, one of the nation's largest homebuilders, is a diversified real
estate company listed on the New York Stock Exchange with total assets in
excess of $1.7 billion and stockholders' equity in excess of $650 million.
Lennar is the largest homebuilder in Florida and has been one of the dominant
players in the South Florida market for over 40 years. Lennar's homebuilding
operations include the construction and sales of homes, as well as community
development operations, which include the development and management of
significant amenities such as clubhouses, golf courses, lakes, parks, schools
and commercial properties. Lennar's community development operation is
currently managing the development process for over 30,000 homesites across the
country.

Westbrook is a leading real estate investment firm with extensive
investments in residential land development throughout the United States. It
invests through Tiger/Westbrook Real Estate Fund, L.P. ("TWREF"), a $784
million fully discretionary investment partnership. Since its formation in
March 1995, TWREF has acquired, or contracted to acquire, over 27 investments
with a total market capitalization of over $1.8 billion. These investments
include interests in 17 residential developments, including, in partnership
with Lennar, the recent acquisition of the Partnership's interest in Coto de
Caza, located in Orange County, California. In addition, Westbrook has
contracted to purchase most of the residential development communities of Mobil
Land Development Corporation, one of the largest land development companies in
the country. Upon completion, Westbrook will control over 30,000 acres of land
and over 22,000 residential home sites.

Apollo is a leading real estate investment firm with extensive
experience in all facets of real estate development, ownership and management.
As managing general partner of opportunistic real estate investment funds,
Apollo has invested over $650 million in transactions with a total
capitalization in excess of $3 billion, and has in excess of $500 million
capital commitments available for investment. Apollo was formed in April 1993
as the real estate affiliate of a group of companies, including Apollo
Advisors, L.P., headed by Leon D. Black. Through its investment funds, Apollo
holds several investments which involve residential and residential land
development. Apollo controls a majority interest in Western Pacific Housing, a
homebuilder in Southern California which has 15 projects under development
containing a total of over 1,700 housing units. Apollo also owns a senior
interest in an undeveloped 2,300 acre site located in Tuxedo, New York which,
after receipt of all

8
<PAGE> 15
necessary approvals, is expected to accommodate the development of more than
2,000 single and multifamily housing units. Apollo's holdings also include a
controlling interest in National Homebuilding Partners L.P., a homebuilder in
Southern California which operates under the name Colrich Communities.

Zephyr Partners is an affiliate of AREP and Bayswater. AREP, a limited
partnership listed on the New York Stock Exchange with total assets in excess
of $600 million, is primarily engaged in the business of managing, developing
and acquiring real estate. Presently, AREP's real estate portfolio includes
approximately 228 properties located in 35 states, including Florida,
consisting of land, multi-family communities, office buildings, shopping
centers, industrial properties and hotels. Bayswater is a full service
residential real estate company specializing in the acquisition, development
and building of residential communities in the New York metropolitan area.

The executive officers and directors of the partners of Raleigh Realty
Management and Raleigh consist of senior executives of the Raleigh Principals.
Additional information with respect to such partners and their respective
executive officers and directors is set forth on Schedule I to this Consent
Statement.

The persons and entities set forth on Schedule I to this Consent
Statement may, in addition to Raleigh Realty Management, be deemed to be
"participants" in this Consent Solicitation pursuant to the federal securities
laws and the rules and regulations of the Securities and Exchange Commission.
The information contained in Schedule I with respect to such persons and
entities is hereby incorporated herein by reference.

COMMITMENTS OF RALEIGH REALTY MANAGEMENT

As the new General Partner, Raleigh Realty Management intends to
immediately reject the Starwood Financing. Furthermore, to assure Investors
that their interest in the Partnership is of primary importance, Raleigh Realty
Management is committed to operate the Partnership within the following
guidelines:

1. Limitation on Expense Reimbursements to the New General Partner.
The amount directly payable to Raleigh Realty Management and its affiliates as
reimbursements for Partnership administrative services will not exceed one-half
of the amount reimbursed to the Syndicator General Partner and its affiliates
during the twelve months ended June 30, 1996, subject to increases based on
increases in the Consumer Price Index.

2. Limitation on Management Fees. In the event Raleigh Realty
Management terminates the management agreement with Arvida Company, the amount
payable to the new manager will not exceed 85% of the amount paid to Arvida
Company during the twelve months ended June 30, 1996, subject to increases
based on increases in the Consumer Price Index.

3. Restrictions on Distributions to the New General Partner.
Raleigh Realty Management will restrict distributions payable to itself from
the Partnership to an amount that may not exceed the amount that may be paid to
the Syndicator General Partner and the Associate Limited Partners for their
interests in the Partnership until such time as Investors have received
aggregate distributions from the Partnership of $400 million.

4. INVESTORS TO DETERMINE FATE OF PARTNERSHIP. Raleigh Realty
Management will voluntarily allow Investors to decide whether to (i) have the
Units listed on a national exchange or Nasdaq, (II) PURCHASE OR CAUSE ONE OF
ITS AFFILIATES TO PURCHASE ALL OF THE UNITS IN 1997 FOR THEIR APPRAISED FAIR
MARKET VALUE, or (iii) commence up to a five year liquidation of the
Partnership beginning in 1997. Under the Partnership Agreement, such decision
is reserved for the general partner of the Partnership. In fact, the
Syndicator General Partner has stated that it intends to choose option (iii)
above and liquidate the Partnership by 2002, a self-serving choice which allows
the Syndicator General Partner to continue to be paid exorbitant fees and
reimbursements until such time.

9
<PAGE> 16
5. PRIOR APPROVAL FOR NON-PROJECT RELATED FINANCING. Raleigh Realty
Management will voluntarily put to a vote of Investors any proposal for
non-project related financing in excess of $25 million. Accordingly, Investors
will be protected against abusive transactions like the Starwood Financing.

6. NO NEW FEES. Raleigh Realty Management will voluntarily agree
not to seek to amend the Partnership Agreement to provide for new fees to be
paid to it or its affiliates.

7. PARTNERSHIP NOT REQUIRED TO PAY COSTS. Unlike the Syndicator
General Partner, Raleigh will bear all costs of this Consent Solicitation
without seeking any reimbursement from the Partnership.

The foregoing commitments of Raleigh Realty Management are illustrative
of the integrity and professionalism with which Raleigh Realty Management
intends to operate the Partnership. As an affiliate of Raleigh, a 20%
Unitholder, Raleigh Realty Management is committed to furthering the interests
of all Investors by seeking to maximize distributions and increase the value of
the Units.

BACKGROUND OF THE PROPOSAL

Units in the Partnership were originally sold to investors in 1987. An
aggregate of 400,000 Units were sold to public investors at $1,000 per Unit for
a total investment of $400,000,000. At the same time the Syndicator General
Partner and its affiliates, the Associate Limited Partners, made an investment
of $2,000 in the Partnership.

Due to the poor performance of the Syndicator General Partner, which led
to a significant deterioration of the value of the Units from their original
offering price, Raleigh believed, among other things, that the Units
represented an attractive investment opportunity. Accordingly, on June 19,
1996, Raleigh commenced a tender offer seeking to acquire up to 185,000 Units
at a price of $411 per Unit. The $411 price offered by Raleigh (later
increased to $461 per Unit) was 68% higher than the weighted average selling
price of $245 for Units reported in the secondary trading market during the
most recently reported four-month period prior to the commencement of Raleigh's
offer. It also substantially exceeded a September 30, 1995 ERISA valuation of
$294 per Unit. As a result, Raleigh anticipated that its offer would be well
received by Investors. Raleigh, however, did not anticipate the extreme
actions the Syndicator General Partner would take in an effort to frustrate the
success of Raleigh's tender offer and to perpetuate its entrenched position.

On June 27, 1996, eight days after the commencement of Raleigh's offer,
a bidder controlled by Neil G. Bluhm, the President of the Syndicator General
Partner, commenced its own tender offer to purchase up to 185,840 Units at $420
per Unit. After the expiration of Raleigh's offer, the Bluhm bidder increased
its offer to $461 per Unit, thereby meeting the price that had been paid by
Raleigh for Units. However, on August 15, 1996, just hours before the
expiration of its offer, the Bluhm bidder abruptly terminated its offer without
even purchasing any Units. Mr. Bluhm still retains a substantial economic
interest in the Partnership through his ownership interest in the Syndicator
General Partner and its affiliate Arvida Company, and stands to receive
benefits from the Starwood Financing.

Confronted with the Raleigh and Bluhm offers, a special committee of the
Syndicator General Partner (composed of all members of its board of directors
other than those affiliated with the Bluhm bidder) retained Lehman Brothers as
its financial advisor for aggregate fees of $300,000 to be paid by the
Partnership. After obtaining Lehman Brothers' hypothetical estimate of the
liquidation value of Units over a period ending in October 2002, the Syndicator
General Partner recommended that Investors who had no need for liquidity (that
is Investors who intended to hold their investment through October 31, 2002,
another six years) should reject both offers. Neither Lehman Brothers nor the
Syndicator General Partner expressed any opinion as to value with respect to
Investors who did desire liquidity. Raleigh urged the Syndicator General
Partner to require that its advisor provide a valuation of the Units on a
current fair market value basis (rather than on a hypothetical liquidation
basis) to enable those Investors desiring liquidity to make an informed
investment decision. DESPITE A NUMBER OF REQUESTS BY RALEIGH, THE SYNDICATOR
GENERAL PARTNER

10
<PAGE> 17
REFUSED TO PROVIDE INVESTORS WITH AN ESTIMATE OF THE CURRENT FAIR MARKET VALUE
OF THE UNITS. WHAT WERE THEY AFRAID TO TELL YOU?

The Syndicator General Partner's initial recommendation on the Raleigh
offer was contained in a Form 14D-9 filed on July 3, 1996. In that
recommendation, the Syndicator General Partner specifically stated that while
from time to time it had considered transactions involving a financing of
Partnership assets followed by a distribution of financing proceeds to
Investors, "there are no current plans for any such transaction." Less than
four weeks later, on the eve of the expiration of Raleigh's offer, plans for
such a financing were suddenly disclosed. On July 30, 1996, the Syndicator
General Partner disclosed that it had entered into a letter agreement with BSS
Capital II, L.L.C. ("BSS"), an affiliate of Starwood Opportunity Fund, IV,
L.P., to negotiate within 10 business days a commitment for a $160 million
secured financing for the Partnership. The Syndicator General Partner
projected that the Starwood Financing would enable the Partnership to
distribute between $350 to $400 per Unit to Investors. The Syndicator General
Partner further disclosed that, subject to certain conditions, it had agreed to
pay BSS a break-up fee of between $2,400,000 and $4,400,000, to indemnify BSS
for any liabilities in connection with claims relating to the agreement and to
grant BSS the exclusive right to negotiate the Starwood Financing for a 45-day
period. Was Starwood concerned that better financing terms would surface?
Were they concerned about litigation? Did they know or have reason to know
that the Syndicator General Partner might not be exercising its fiduciary duty?
While the specific terms of the proposal were not disclosed, the Syndicator
General Partner acknowledged that BSS was under no obligation to issue a
financing commitment. Thereafter, the Syndicator General Partner sent a
special mailing to Investors disclosing the letter agreement as well as the
potential distribution to Investors. For the first time, the Syndicator
General Partner also sent to Investors special withdrawal forms facilitating
the ability of Investors to withdraw tenders to Raleigh. In addition, the
Syndicator General Partner retained an information agent to perform services in
connection with the pending tender offers.

The frenetic pace at which the Syndicator General Partner acted over the
seven-day period from July 23, 1996, when it first met with representatives of
BSS, through July 30, 1996 (one day before the expiration of Raleigh's offer),
when it announced the agreement with BSS, led Raleigh to conclude that the sole
purpose of this exercise was to frustrate the success of this Raleigh tender
offer. Despite its frantic effort, which may well have caused many Investors
not to accept Raleigh's offer, on August 1, 1996, Raleigh acquired 79,696 Units
at a price of $461 per Unit pursuant to its offer, or nearly 20% of the
outstanding Units.

Having acquired a substantial equity position in the Partnership,
Raleigh was most anxious to protect its investment. With that in mind, on
August 15, 1996, representatives of Raleigh met with Judd D. Malkin, the
Chairman of the Board of Directors of the Syndicator General Partner. At this
meeting, Raleigh was told that it was contemplated that the Starwood Financing
would consist of two tranches, a senior portion of $80 million and a junior
portion of $80 million. Raleigh was also informed that the projected
distribution to Investors would be $350 per Unit, rather than the maximum of
$400 which had been projected only two weeks earlier. Raleigh strenuously
objected to the Starwood Financing, and communicated to Mr. Malkin its desire
that the Partnership not proceed with the Starwood Financing. Raleigh's
representatives also informed Mr. Malkin that, if the Syndicator General
Partner was determined to proceed with a financing, Raleigh would use its best
efforts to obtain financing proposals for the benefit of the Partnership and
its Investors on terms superior to those disclosed at the meeting. To ensure
that the Partnership did not risk loss of the Starwood proposal if a superior
financing facility could not be obtained, Raleigh offered to provide to the
Partnership financing substantially identical to the Starwood proposal in such
an event.

On August 19, 1996, the Syndicator General Partner responded to
Raleigh's proposal to obtain superior financing on behalf of all Investors by
stating it intended to "honor" its agreement with BSS not to pursue or
negotiate any other offer for financing during the exclusivity period. In so
doing, it argued that the break-up fees and exclusivity provisions which it
ceded to Starwood now prevented it from obtaining superior financing. Why
would a fiduciary, duty bound to act in the best interests of Investors, permit
this to occur? Could it be that its primary concern was not acting in the best
interests of Investors but rather enriching and entrenching itself?

11
<PAGE> 18
On August 20, 1996, Raleigh supplemented its financing offer by
informing the Syndicator General Partner that Raleigh was prepared to offer to
Investors, to the extent permitted by the Partnership Agreement, the
opportunity to accept, should they desire, $500 per Unit (less the amount of
any distributions to Investors as a result of such financing) when Raleigh made
its proposed loan to the Partnership. Raleigh's financing proposal was not
conditioned on the acceptance of such supplemental offer. The Syndicator
General Partner failed to respond to Raleigh's offer.

On September 13, 1996, Raleigh sent a letter to the Syndicator General
Partner in which Raleigh reiterated that it strongly believed that the Starwood
Financing was not in the best interests of the Partnership. Raleigh expressed
its continued concern regarding the Syndicator General Partner's refusal of
Raleigh's offer of assistance to obtain superior financing and the Syndicator
General Partner's continuing pursuit of the Starwood Financing against
Raleigh's strenuous objection, as the Partnership's largest Investor.
Raleigh's letter also stated that the Syndicator General Partner's actions had
left Raleigh with no other alternative than to propose directly to the
Syndicator General Partner a merger transaction in which a Raleigh entity and
the Partnership would merge or otherwise combine, and pursuant to which the
current Investors would be given the choice of receiving either (i) $500 per
Unit in cash, or (ii) at least $525 per Unit, comprised of $400 per Unit in
cash, plus a security of the surviving entity which would be worth not less
than $125 per Unit, or more if the assumptions made by the Partnership's
financial advisor were attained. The valuation of the security would be
supported by nationally recognized investment bankers, and the surviving entity
would seek to have such security listed for trading on a national securities
exchange. Raleigh's proposal was conditioned on the Starwood Financing not
being consummated. Raleigh also informed the Syndicator General Partner that
it would be acceptable to Raleigh for the Investors to decide for themselves by
voting on whether the Partnership should enter into the Raleigh proposal or
consummate the Starwood Financing.

On September 17, 1996, the Syndicator General Partner, in breach of its
fiduciary duty and without first attempting to review with Raleigh the
potential benefits of Raleigh's proposal, sent Raleigh a letter which stated
that the Partnership had no interest in Raleigh's proposal, and that the
business of the Partnership was not for sale. On the same date, the Syndicator
General Partner issued a press release announcing that the Partnership had
entered into a commitment with respect to the Starwood Financing. On September
19, 1996, Raleigh replied to the Syndicator General Partner's rejection of its
proposal by noting that, given the Syndicator General Partner's status as a
fiduciary for the Investors, its failure to make any additional inquiry
concerning the specifics of the Raleigh proposal was a violation of its
fiduciary duty and obligation to act in the best interests of the Investors.
Raleigh also indicated that the Syndicator General Partner's position that the
Partnership's business was not for sale was inconsistent with the Syndicator
General Partner's previously announced intention to commence a liquidation of
the Partnership's assets by the end of next year. Finally, Raleigh requested a
meeting with the Syndicator General Partner to clarify any aspect of its
proposal. To date, the Syndicator General Partner has failed to respond to
this request.

Also on September 19, 1996, the Syndicator General Partner, for the very
first time, disclosed the precise terms of the commitment letter for the
Starwood Financing which it had entered into on September 12, 1996, a week
earlier, with a BSS affiliate. The commitment for the Starwood Financing
provides, among other things, for the following:

$80 million senior loan.

o Interest floating at LIBOR + 3.25% or the prime rate + 1.25%
(which at October 11, 1996 would result in an interest rate of
approximately 8.66% based on a one-month LIBOR period)

o Principal amortization of $10 million per year commencing in 1997

o June 30, 2002 maturity date

12
<PAGE> 19
$80 million junior loan.

o 15.21% fixed interest rate

o June 30, 2002 maturity date

Raleigh believes, based upon the significant real estate financing
experience of its principals, that the terms of the Starwood Financing are
exorbitant compared to terms presently available in the marketplace. Raleigh
believes that financing is available in the market at rates as low as follows:

$115 million senior loan

o Interest floating at LIBOR + 2.50% (which at October 11, 1996
would result in an interest rate of 7.91% based on a one-month
LIBOR period)

$45 million junior loan

o 13% fixed rate

These terms would result in the Partnership saving at least $3 million per year
in interest costs ($7.50 per year per Unit) as compared to the Starwood
Financing. Raleigh's belief is supported by a letter it has received from a
prominent financial institution which indicates a strong interest in pursuing a
financing with the Partnership. Indeed, because amortization of both tranches
could be made ratably under the financing proposal obtained by Raleigh, but is
applied only against the senior loan in the Starwood Financing, the effective
rate of interest is lowered as principal payments are made, compared to the
increasing effective rate of interest under the Starwood Financing.

In addition the Starwood Financing contains, among other burdensome
provisions, the following:

o EXCESSIVE PENALTIES AND OBLIGATIONS. Excessive prepayment
penalty and yield maintenance obligations, which will
unnecessarily cost the Partnership approximately $30 million (or
$75 per Unit).

o LIMITATIONS ON REMOVAL RIGHTS. Substantial penalty payments to
the lender if, without the lender's consent, Investors remove and
replace the Syndicator General Partner, as they are entitled to
do under the Partnership Agreement. Further, a fee of up to $1.6
million if the lender consents to the replacement of the
Syndicator General Partner, but a self-dealing avoidance of such
fee if the new general partner is an affiliate of the Syndicator
General Partner. In so doing, the Syndicator General Partner has
restricted your ability to remove it in contravention of the
explicit provisions of the Partnership Agreement, thereby
entrenching itself and preserving its lucrative fee income.

13
<PAGE> 20
$500 per Unit tender offer). Prospectively, this could continue
the past burden of taxable income exceeding cash distributions.

In addition to proposing to make a one-time distribution to Investors of
$350 per Unit, the Syndicator General Partner intends to make to itself a
distribution of over $8 million from the proceeds of the Starwood Financing.
Further distributions to Investors are not permitted under the Starwood
Financing until February 28, 1998. All such distributions are restricted in
amount and subject to various contingencies, including the maintenance of a
debt service coverage ratio covenant of not less than 1.6 to 1, a covenant
which Raleigh believes will severely limit further distributions during the
term of the Starwood Financing. Even if such distributions were to be made,
the maximum amount receivable by an Investor under the terms of the Starwood
Financing would be $26.39 per Unit in 1998 and 1999 and $47.50 per Unit per
annum thereafter.

Raleigh believes that the Starwood Financing will deprive Investors of
any meaningful opportunity to participate in future cash flows and to earn any
significant future return on their investment in the Partnership. Raleigh also
believes that the Syndicator General Partner's intention in proceeding with the
Starwood Financing is to deter third parties from making further investments in
Units and to avoid further erosion of the Syndicator General Partner's control
of the Partnership. Consequently, on September 27, 1996, Raleigh commenced the
action in the Delaware Chancery Court to enjoin the Starwood Financing. See
"THE STARWOOD LITIGATION" below.

On October 17, 1996, Raleigh commenced the Raleigh Tender Offer for
100,000 Units at a price of $500 per Unit subject to the condition that the
Starwood Financing not occur. Accordingly, the Raleigh Tender Offer is
specifically conditioned on the rejection of the Starwood Financing by the
Partnership or the issuance of an injunction enjoining the Starwood Financing.
Raleigh commenced the Raleigh Tender Offer because it believes that Investors
who want to liquidate their investment in the Partnership will find the $500
per Unit cash purchase price an attractive one. This $500 per Unit cash
purchase price is the same as the all cash portion of the Raleigh Merger
Proposal proposed to but rejected by the Syndicator General Partner. Raleigh
believes that the Units represent an attractive investment opportunity provided
that the Starwood Financing does not occur. THIS CONSENT SOLICITATION IS NOT
AN OFFER TO BUY OR A SOLICITATION OF AN OFFER TO SELL UNITS. THE RALEIGH
TENDER OFFER IS BEING MADE ONLY PURSUANT TO AN OFFER TO PURCHASE, DATED OCTOBER
17, 1996, AND THE RELATED LETTER OF TRANSMITTAL, WHICH WERE MAILED TO INVESTORS
ON SUCH DATE AND TO WHICH INVESTORS SHOULD REFER.

THE STARWOOD LITIGATION

On September 27, 1996, Raleigh and a Raleigh affiliate commenced an
action for declaratory and injunctive relief in the Delaware Chancery Court,
New Castle County, captioned Vanderbilt Income and Growth Associates, L.L.C. et
ano. v. Arvida/JMB Managers, Inc. et al. (C.A. No. 15238). The Syndicator
General Partner, its directors Judd D. Malkin, Neil G. Bluhm, Burton E. Glazov,
Stuart C. Nathan, A. Lee Sacks and John G. Schreiber, as well as Barry
Sternlicht, the Starwood Financing lender and certain of its affiliates, were
named as defendants (collectively, the "Defendants"). The action seeks to
enjoin the Starwood Financing. It alleges that, as a result of having entered
into an agreement for the Starwood Financing, the Defendants are engaged in a
scheme to cause the Partnership unnecessarily to incur approximately $160
million in secured debt on unfavorable terms, including an interest rate which
would be higher than that which presently is available in the market for
similar financings. The action further alleges that the purpose of the
Starwood Financing is to

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<PAGE> 21
entrench the position of the Syndicator General Partner and is thus wholly
improper and that the Defendants thereby wrongfully have breached, and/or aided
and abetted, participated in and/or induced the wrongful breach of fiduciary
duties owed to the Partnership. In response to Raleigh's motion for a
temporary restraining order enjoining the closing of the Starwood Financing,
the Defendants have agreed that, unless the action is dismissed by the Court,
they will not close the Starwood Financing pending a hearing on Raleigh's
motion for a preliminary injunction scheduled for November 21, 1996.

On October 3, 1996, the Defendants moved to dismiss the complaint, which
motion is presently scheduled to be heard on October 18, 1996.

THE PROPOSAL

This Consent Statement relates to the solicitation by Raleigh of the
consent of Investors to the matters included in the following Proposal:

Proposal - Removal and Replacement of the Syndicator
General Partner: The removal of Arvida/JMB Managers, Inc., as
the Syndicator General Partner, the appointment, effective
simultaneously with the removal of the Syndicator General
Partner, of Raleigh Realty Management L.P., a Delaware limited
partnership (the "Replacement General Partner"), as a general
partner of the Partnership and the continuation of the business
of the Partnership by the Replacement General Partner as a
remaining general partner of the Partnership, without
dissolution.

The Partnership Agreement sets forth the respective rights, duties and
obligations of the general partner of the Partnership and the Investors.
Section 10.2 of the Partnership Agreement provides, in pertinent part, that "a
majority in Interest of the Limited Partners without the concurrence of the
General Partner may ... remove the General Partner and elect a replacement
therefor."

Upon the removal of the Syndicator General Partner, the Partnership
Agreement requires the Partnership to purchase the interests (the "GP
Interests") of the Syndicator General Partner and those of its affiliates, the
Associate Limited Partners, for a purchase price (the "Buyout Purchase Price")
equal to a value determined in accordance with procedures set forth in Section
6.6.A. of the Partnership Agreement. The Partnership Agreement provides that
the Buyout Purchase Price is required to be paid by the Partnership's delivery
to the Syndicator General Partner and the Associate Limited Partners of
promissory notes (the "Buyout Notes") payable in equal annual installments over
a period of not less than five years and bearing interest at a rate per annum
equal to the lesser of (x) the reference rate announced by Continental Illinois
National Bank and Trust Company of Chicago plus two percent or (y) ten percent.
As of October 14, 1996, that interest rate would be 10%. The Partnership
Agreement also provides that within 60 days of the election of a replacement
general partner, such replacement general partner is required to purchase the
GP Interests from the Partnership for a purchase price equal to the Buyout
Purchase Price by delivering a promissory note to the Partnership, the terms of
which note are substantially similar to the Buyout Notes.

Simultaneously with removal of the Syndicator General Partner, Raleigh
Realty Management will become the Replacement General Partner of the
Partnership. Raleigh believes that Raleigh Realty Management possesses
sufficient net worth to meet all existing requirements of the Internal Revenue
Code of 1986, as amended, to assure that the Partnership will be classified for
Federal income tax purposes as a partnership and not as an association taxable
as a corporation.

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<PAGE> 22
THE PARTNERSHIP'S BUSINESS

The Partnership was organized in 1987 under the laws of the State of
Delaware. The assets of the Partnership consist principally of interests in
land which is in the process of being developed into master-planned residential
communities (the "Communities") and, to a lesser extent, commercial and
industrial properties; mortgage notes and accounts receivable; construction,
brokerage and other support businesses; real estate assets held for investment;
certain club and recreational facilities; and a cable television business
serving one of its Communities. The Partnership is principally engaged in the
development of comprehensively planned resort and primary home Communities
containing a diversified product mix designed for the middle and upper income
segments of the various markets in which the Partnership operates.

The Partnership sells individual residential lots and parcels of
partially developed and undeveloped land. The third-party builders and
developers to whom the Partnership sells homesites and land parcels are
generally smaller local builders who require project specific financing for
their developments and whose operations are more susceptible to fluctuations in
the availability and terms of financing. In addition, within the Communities,
the Partnership constructs, or causes to be constructed, a variety of products,
including single-family homes, townhouses and condominiums to be developed for
sale, as well as related commercial and recreational facilities. The
Communities are located primarily throughout the State of Florida, with
Communities also located near Atlanta, Georgia and Highlands, North Carolina.
Additional undeveloped properties owned by the Partnership in or near its
Communities are being considered for development as commercial, office and
industrial properties. The Partnership also owns or manages certain club and
recreational facilities within certain of its Communities. Certain assets
located in Florida were acquired by the Partnership's purchasing a 99.9%
interest in a joint venture partnership in which the Syndicator General Partner
acquired the remaining joint venture partnership interest. In addition, other
assets are owned by various partnerships, the interests of which are held by
certain indirect subsidiaries of the Partnership and by the Partnership.

Arvida Company, an affiliate of the Syndicator General Partner, provides
certain development and management supervisory personnel to the Partnership for
the supervision of all of its projects and operations, subject, in each case,
to the overall control of the Syndicator General Partner on behalf of the
Partnership. The Partnership, directly or through certain subsidiaries,
provides development and management services to the home ownership associations
within the Communities.

Most of the business of the Partnership is cyclical in nature and
certain aspects of the development of Community projects are to some degree
seasonal. The Communities are in various stages of development and the
remaining estimated build-out time for the Communities ranges from one to nine
years.

Pursuant to the Partnership Agreement, the Syndicator General Partner is
obligated on or prior to October 31, 1997 to either (i) cause the Units to be
listed on a national exchange or reported by the National Association of
Securities Dealers Automated Quotation System, (ii) purchase, or cause an
affiliate to purchase, all outstanding Units at their then appraised fair
market value or (iii) commence a liquidation of the Partnership's assets.
Members of a special committee of the Syndicator General Partner have indicated
that it is their current intention to entrench themselves by voting in favor of
a 5-year liquidation which would commence on October 31, 1997.

CONSENT PROCEDURES

MAILING AND RECORD DATE

General. Section 17-302(c) of the Delaware Revised Uniform
Limited Partnership Act ("DRULPA") provides that a partnership agreement may
set forth provisions relating to the determination and establishment of a
record date with respect to any vote to be taken with regard to the
Partnership's business. The Partnership Agreement does not, however, contain
any specific provision regarding the establishment of a record date for actions
taken by written consent granted other than in the context of a meeting.
However, in other contexts, the Partnership Agreement does recognize the right
of the person(s) initiating an Investor

16
<PAGE> 23
determination to fix, in advance, a date as the record date for any such
determination to be made. Therefore, Raleigh believes that, as the person
undertaking the preparation, and bearing the cost and expense, of this Consent
Solicitation, it has the right to establish the relevant record dates in
connection with this Consent Solicitation.

Mailing and Record Date. This Consent Statement and the enclosed
GREEN consent card are first being furnished on or about October __, 1996 to
Investors reflected on the Partnership's list of record and beneficial holders
of Units, dated __________, 1996. As Raleigh receives updated information from
the Partnership, or otherwise, regarding record and beneficial holders of
Units, it will continue to furnish this Consent Statement to such holders, and
to solicit written consents from those Investors.

Because only Investors of record on the consent record date are
eligible to give their consent to the Proposal, the enclosed GREEN consent card
may be used by Investors of record on the consent record date. ACCORDINGLY,
THE RELEVANT "RECORD DATE" FOR THIS CONSENT SOLICITATION IS THE OCTOBER __,
1996 DATE DESCRIBED BELOW UNDER "CONSENT RECORD DATE". ALL INVESTORS
(INCLUDING THOSE WHO TENDER UNITS IN THE RALEIGH TENDER OFFER), OR PERSONS WHO
HAVE PURCHASED UNITS FROM AN INVESTOR, ARE STRONGLY ENCOURAGED TO PROMPTLY
EXECUTE A WRITTEN CONSENT FOR THE PROPOSAL AS TO ENSURE THAT THE PROPOSAL IS
EFFECTED AND TO DEMONSTRATE THE GREATEST SUPPORT FOR THE PROPOSAL.

Consent Record Date. Raleigh has established October __, 1996 as
the record date (the "Consent Record Date") for Investors to act by written
consent as contemplated hereby. In addition, in order to avoid any question as
to the propriety of the Consent Record Date and for the reasons set forth
below, Raleigh will again establish the same October __, 1996 Consent Record
Date by delivering to the Partnership an executed written consent to the
Proposal on that date.

Although Raleigh believes it has the right to establish record
dates in connection with this Consent Solicitation, given the lack of guidance
provided in the Partnership Agreement and DRULPA to address the establishment
of a record date for action taken by written consent, Raleigh believes that the
procedures established under the Delaware General Corporation Law (the "GCL")
and case law thereunder may be considered by analogy, and accordingly will also
cause a record date identical to the Consent Record Date to be established
under those procedures. Applying the procedures of the GCL to this Consent
Solicitation, the record date for determining Investors entitled to consent to
Partnership action in writing without a meeting is the first date on which a
signed written consent setting forth the action taken or proposed to be taken
is delivered to the Partnership -- which is why Raleigh will sign, date and
deliver a written consent to the Proposal on October __, 1996.

SHOULD THE SYNDICATOR GENERAL PARTNER REFUSE TO RECOGNIZE THE
CONSENT RECORD DATE OR SEEK TO ESTABLISH A RECORD DATE THAT IS OTHER THAN THE
CONSENT RECORD DATE, RALEIGH BELIEVES THAT SUCH ACTION WILL FURTHER ILLUSTRATE
TO INVESTORS A SYNDICATOR GENERAL PARTNER WHOSE AGENDA IS DESIGNED TO FURTHER
ENTRENCH ITSELF AND TO DENY THE TRUE OWNERS OF THE PARTNERSHIP THE RIGHT TO
CONTROL THEIR INVESTMENT FUTURE.

Raleigh is soliciting the written consents referred to herein,
and the enclosed GREEN consent card should be signed, dated and promptly mailed
to Raleigh, c/o The Herman Group, Inc. in the enclosed postage prepaid, self-
addressed envelope at the earliest practicable opportunity. Raleigh will
deliver all written consents which it receives to the Syndicator General
Partner as soon as practicable following its obtaining valid, unrevoked written
consents of at least a majority of the Units outstanding. If the actions
consented to become effective, prompt notice of the action taken by written
consent must be given to the Investors who have not consented.

PERSONS OWNING UNITS "BENEFICIALLY" (I.E., DERIVING THE ECONOMIC
BENEFITS OF OWNERSHIP THEREFROM, HAVING THE POWER TO VOTE OR DISPOSE OF UNITS,
ETC.), BUT NOT OF "RECORD" (I.E., WHOSE NAMES ARE NOT RECORDED ON THE BOOKS AND
RECORDS OF THE PARTNERSHIP), SUCH AS PERSONS WHOSE OWNERSHIP OF UNITS IS
THROUGH A BROKER, BANK OR OTHER FINANCIAL INSTITUTION, SHOULD CONTACT SUCH
BROKER, BANK OR OTHER FINANCIAL INSTITUTION AND INSTRUCT SUCH PERSON TO EXECUTE
THE GREEN CONSENT CARD ON THEIR BEHALF OR TO HAVE SUCH BROKER, BANK

17
<PAGE> 24
OR OTHER FINANCIAL INSTITUTION'S NOMINEE (FOR EXAMPLE, A CENTRAL SECURITY
DEPOSITORY) EXECUTE SUCH WRITTEN CONSENT.

IT IS THE INTENTION OF RALEIGH TO CLOSE THIS CONSENT SOLICITATION
AT THE EARLIEST POSSIBLE TIME. THE EARLIEST TIME THAT THIS CONSENT
SOLICITATION CAN BE CLOSED IS THAT DATE ON WHICH (1) THE UNREVOKED WRITTEN
CONSENTS OF AT LEAST A MAJORITY OF THE UNITS OUTSTANDING HAVE BEEN RECEIVED BY
RALEIGH AND (2) THE UNREVOKED WRITTEN CONSENTS HAVE BEEN DELIVERED TO THE
SYNDICATOR GENERAL PARTNER. RALEIGH IS SEEKING, IF POSSIBLE, TO CLOSE THIS
CONSENT SOLICITATION ON OR BEFORE __________, 1996.

REVOCATION OF WRITTEN CONSENTS

A consent, signed, dated and mailed by an Investor may
subsequently be revoked by written notice of revocation to the Partnership or
to the person soliciting such consents (in this case, Raleigh). A revocation
may be in any written form validly signed by the record holder as long as it
clearly states that such holder's consent previously given is no longer
effective. To prevent confusion, the notice of revocation must be dated. To
be effective, an Investor's written notice of revocation of his or her
previously executed and delivered consent must be delivered prior to the time
that the requisite number of singed unrevoked consent cards have been delivered
to the Partnership as set forth above. The revocation may be delivered to
either Raleigh, c/o The Herman Group, Inc., 2121 San Jacinto Street, 26th
Floor, Dallas, Texas 75201-9821, or any address provided by the Partnership.
RALEIGH REQUESTS THAT, IF A REVOCATION IS DELIVERED TO THE PARTNERSHIP, A
PHOTOSTATIC OR OTHER LEGIBLE COPY OF THE REVOCATION ALSO BE DELIVERED TO
RALEIGH, C/O THE HERMAN GROUP, INC., AT 2121 SAN JACINTO STREET, 26TH FLOOR,
DALLAS, TEXAS 75201-9821. IN THIS MANNER, RALEIGH WILL BE AWARE OF ALL
REVOCATIONS AND CAN MORE ACCURATELY DETERMINE IF AND WHEN THE PROPOSAL HAS
RECEIVED THE REQUIRED APPROVAL.

If an Investor signs, dates and mails a GREEN consent card to
Raleigh, and thereafter, on one or more occasions dates, signs and mails a
later-dated GREEN consent card, the latest-dated consent is controlling as to
the instructions indicated therein and supersedes such Investor's prior consent
as embodied in any previously submitted GREEN consent cards; provided, however,
that any such later-dated GREEN consent card will be inoperative and of no
effect if it is received after the date during the consent solicitation period
on which consents become effective.

REQUIRED INVESTOR CONSENT

Adoption of the Proposal requires the unrevoked, written consent
of Investors owning of record at least a majority of the Units outstanding.
According to the Partnership's Form 10-Q for the six months ended June 30,
1996, the Partnership has 404,000 Units outstanding. For approval of the
Proposal, Raleigh believes that valid and unrevoked consents must be obtained
from the holders of at least 202,001 Units.

An Investor in favor of executing a written consent to the
Proposal should mark the "FOR" box on the enclosed GREEN consent card, date and
sign the GREEN consent card and mail it to Raleigh, c/o The Herman Group, Inc.,
in the enclosed postage-prepaid self-addressed envelope.

IF A GREEN CONSENT CARD IS EXECUTED BUT NO INDICATION IS MADE AS
TO WHAT ACTION IS TO BE TAKEN, IT WILL BE DEEMED TO CONSTITUTE A WRITTEN
CONSENT FOR THE PROPOSAL.

If the Partnership chooses to oppose Raleigh's Consent
Solicitation and if, in such instance, you sign a consent revocation card sent
to you by the Partnership, you may override that revocation by signing, dating
and mailing to Raleigh, c/o The Herman Group, Inc., at the address set forth on
the back cover, a subsequently signed and dated GREEN consent card.

ONLY HOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON THE CONSENT
RECORD DATE WILL BE ENTITLED TO ACT BY WRITTEN CONSENT. IF YOU ACQUIRED UNITS
AFTER THE CONSENT RECORD DATE WITHOUT A PROXY, YOU MAY NOT ACT BY WRITTEN
CONSENT WITH RESPECT TO SUCH UNITS. AN INVESTOR OF RECORD ON THE CONSENT
RECORD DATE WILL

18
<PAGE> 25
RETAIN THE RIGHT TO EXERCISE A CONSENT IN CONNECTION WITH ANY CONSENT
SOLICITATION EVEN IF SUCH INVESTOR SELLS SUCH UNITS AFTER THE CONSENT RECORD
DATE, UNLESS SUCH INVESTOR FURNISHES A PROXY TO VOTE SUCH UNITS TO THE
PURCHASER OF SUCH UNITS. RALEIGH INTENDS TO VOTE ALL UNITS IT BENEFICIALLY
OWNS AS OF THE DATE HEREOF AND ALL UNITS IT ACQUIRES IN ITS CURRENT TENDER
OFFER FOR THE PROPOSAL PURSUANT TO PROXIES FURNISHED BY TENDERING INVESTORS.

Each Unit entitles the Investor thereof to one vote with respect
to the written consent solicited hereby. Only Investors of Units of record may
consent to the Proposal. IF YOUR UNITS ARE HELD IN THE NAME OF A BROKERAGE
FIRM, BANK, NOMINEE OR OTHER INSTITUTION, ONLY SUCH INSTITUTION CAN SIGN A
WRITTEN CONSENT WITH RESPECT TO YOUR UNITS AND CAN DO SO ONLY AT YOUR
DIRECTION. ACCORDINGLY, IF YOUR UNITS ARE SO HELD, PLEASE CONTACT YOUR ACCOUNT
REPRESENTATIVE AND GIVE INSTRUCTIONS TO HAVE A GREEN CONSENT CARD EXECUTED WITH
RESPECT TO YOUR UNITS.

BECAUSE APPROVAL OF THE PROPOSAL REQUIRES THE AFFIRMATIVE CONSENT
OF INVESTORS OWNING OF RECORD AT LEAST A MAJORITY OF THE UNITS OUTSTANDING,
ABSTENTIONS AND "BROKER" NON-VOTES WILL HAVE THE EFFECT OF VOTES AGAINST THE
PROPOSAL. RALEIGH STRONGLY URGES THAT INVESTORS EXECUTE A GREEN CONSENT CARD
FOR THE PROPOSAL. INVESTORS SHOULD EXECUTE A GREEN CONSENT CARD WHETHER OR NOT
THEY TENDER ANY UNITS IN THE RALEIGH TENDER OFFER.

AMENDMENT AND TERMINATION

Raleigh reserves the right for any reason whatsoever (1) to terminate
this Consent Solicitation at any time by giving oral or written notice of such
termination to The Herman Group, Inc., (2) to extend this Consent Solicitation
beyond the then current expiration date and (3) at any time, to modify the
terms of this Consent Solicitation in any manner it deems necessary or
advisable. If Raleigh makes a material change in the terms of this Consent
Solicitation or in the information concerning this Consent Solicitation,
Raleigh will disseminate additional consent solicitation materials and will
extend this Consent Solicitation to the extent required by law.

SOLICITATION EXPENSES AND RELATED MATTERS

All expenses of this Consent Solicitation, including the cost of
preparing and mailing this Consent Solicitation and legal fees incurred by
Raleigh in connection with the preparation of this Consent Solicitation will be
paid by Raleigh and will not be reimbursed by the Partnership. To date, the
costs have been approximately $100,000, and Raleigh estimates that it will
incur additional costs of approximately $300,000. In addition to solicitation
by use of the mails, consents may be solicited by agents of Raleigh in person
or by telephone, telegram or other means of communication. Such agents may
have a variety of relationships with Raleigh, and so may receive varying
compensation for their efforts. In addition, Raleigh has retained the services
of The Herman Group, Inc., an outside solicitation firm, to aid in the
solicitation of consents for an aggregate fee of $50,000 (which amount is
included in the above estimate) plus out-of-pocket expenses, which fee and
expenses are payable without regard to how an Investor votes. Arrangements may
also be made with custodians, nominees and fiduciaries for forwarding of
consent solicitation materials to the beneficial owner of the Units, and
Raleigh may reimburse such custodians, nominees and fiduciaries for reasonable
expenses incurred in connection therewith.

----------------------------------------------

For additional information, please contact The Herman Group, Inc. by
mail at 2121 San Jacinto Street, 26th Floor, Dallas, Texas 75201-9821, or
toll-free at (800) 992-6146.

RALEIGH CAPITAL ASSOCIATES L.P.
October __, 1996

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<PAGE> 26
SCHEDULE I

GENERAL PARTNERS OF RALEIGH AND RALEIGH REALTY MANAGEMENT

RALEIGH GP CORP.

Raleigh GP Corp. is a Delaware corporation which is ultimately
controlled by Apollo Real Estate Capital Advisors II, Inc. ("Advisors"), as
general partner of Apollo Real Estate Advisors II, L.P. ("AREA II"), the
general partner of Apollo Real Estate Investment Fund II, L.P., a recently
formed private real estate investment fund and the sole shareholder of Raleigh
GP Corp. Since its inception, the directors of Advisors have been Leon D.
Black and John J. Hannan who were founding principals of Apollo Advisors,
L.P., the respective managing general partner of Apollo Investment Fund, L.P.,
AIF II, L.P. and Apollo Investment Fund III, L.P., private securities
investment funds, and, together with William L. Mack, of Apollo Real Estate
Advisors, L.P. ("AREA") and AREA II, the respective managing general partners
of Apollo Real Estate Investment Fund, L.P. and Apollo Real Estate Investment
Fund II, L.P. Mr. Mack has been the President and Managing Partner of the Mack
Organization, a national owner and developer of and investor in office and
industrial buildings as well as other commercial properties principally in the
New York/New Jersey metropolitan area as well as throughout the United States
since 1963. The business address for Messrs. Black, Hannan and Mack is 1301
Avenue of the Americas, New York, New York 10019.

Set forth below is certain information concerning the executive officers
and directors of Raleigh GP Corp.

MICHAEL L. ASHNER. Mr. Ashner has been President of Raleigh GP
Corp. since June 1996. Since January 1996, Mr. Ashner has also been
President and Chief Executive Officer of Winthrop Financial Associates,
A Limited Partnership ("Winthrop"), which is engaged in the real estate
investment business. From June 1994 until January 1996, Mr. Ashner was
a Director, President and Co-Chairman of National Property Investors,
Inc., a privately held real estate investment firm ("NPI"). Since 1981,
Mr. Ashner has also served as President of Exeter Capital Corporation, a
firm which has organized and administered real estate limited
partnerships. Mr. Ashner has substantial investments and manages
numerous partnerships and corporations which own real estate
investments. Mr. Ashner's business address is 100 Jericho Quadrangle,
Suite 214, Jericho, New York 11753.

PETER BRAVERMAN. Mr. Braverman has been an officer of Raleigh
GP Corp. since June 1996. Since January 1996, Mr. Braverman has been a
Senior Vice President of Winthrop. From June 1995 until January 1996,
Mr. Braverman was a Vice President of NPI. From June 1991 until March
1994, Mr. Braverman was President of the Braverman Group, a firm
specializing in management consulting for the real estate and
construction industries. From 1988 to 1991, Mr. Braverman was Vice
President and Assistant Secretary of Fischbach Corporation, a publicly
traded, international real estate and construction firm. Mr.
Braverman's business address is 100 Jericho Quadrangle, Suite 214,
Jericho, New York 11753.

LEE S. NEIBART. Mr. Neibart has been an officer of Raleigh GP
Corp since June 1996 and an officer of Advisors since its inception.
Since 1993, Mr. Neibart has been associated with AREA and since May 1996
with Apollo Real Estate Advisors II, L.P. ("AREA II") which respectively
act as managing general partner of Apollo Real Estate Investment Fund,
L.P. ("Apollo I") and Apollo Real Estate Investment Fund II, L.P.
("Apollo II", and together with Apollo I, the "Apollo Funds"). The
Apollo Funds are private real estate investment funds formed to invest
in direct and indirect real property interests, including direct
property investments and public and private debt and equity securities.
From prior to 1993, Mr. Neibart was Executive Vice President and Chief
Operating Officer of the Robert Martin Company, a private real estate
development and management firm based in Westchester County, New York.
Mr. Neibart received his MBA degree from New York University. Mr.
Neibart is also a director of Capital Apartment Properties, Inc., Roland
International, Inc. and a past President of the NAIOP in New York. Mr.
Neibart's business address is 1301 Avenue of the Americas, New York, New
York 10019.
<PAGE> 27
W. EDWARD SCHEETZ. Mr. Scheetz has been an officer and a
director of Raleigh GP Corp. since June 1996 and an officer of Advisors
since its inception. Since 1993, Mr. Scheetz has been a principal of
AREA and since May 1996 of AREA II which respectively act as managing
general partner of Apollo I and Apollo II. From prior to 1993, Mr.
Scheetz was a principal of Trammell Crow Ventures, a national real
estate investment firm. Mr. Scheetz is also a director of Capital
Apartment Properties, Inc., Roland International, Inc., Koll Management
Services, Inc. and Western Pacific Housing Corp. Mr. Scheetz' business
address is 1301 Avenue of the Americas, New York, New York 10019.

MICHAEL D. WEINER. Mr. Weiner has been an officer and a
director of Raleigh GP Corp. since June 1996 and an officer of Advisors
since its inception. Since 1993, Mr. Weiner has been associated with
AREA and since May 1996 with AREA II which respectively act as managing
general partner of Apollo I and Apollo II. In addition, since 1992, Mr.
Weiner has been associated with Apollo Advisors, L.P., which, together
with an affiliate, serves as the managing general partner of Apollo
Investment Fund, L.P., AIF II, L.P. and Apollo Investment Fund III,
L.P., private securities investment funds. From prior to 1992, Mr.
Weiner was a partner of the national law firm of Morgan, Lewis &
Bockius. Mr. Weiner is also a director of Applause, Inc., Capital
Apartment Properties, Inc., Continental Graphics Holdings, Inc.,
Converse, Inc., The Florsheim Shoe Company, Inc. and Furniture Brands
International, Inc. Mr. Weiner's business address is 1999 Avenue of the
Stars, Los Angeles, California 90067-6048.

ROCKLAND PARTNERS, INC.

Rockland is a Delaware corporation which is wholly-owned by
Tiger/Westbrook Real Estate Fund, L.P. ("TREF"), a Delaware limited partnership
and a private real estate investment fund, Tiger/Westbrook Real Estate
Co-Investment Partnership, L.P. ("TRECIP"), a Delaware limited partnership and
a private real estate investment fund, and Lennar. The sole general partner of
each of TREF and TRECIP is Tiger/Westbrook Real Estate Partners Management,
L.L.C., a Delaware limited liability company ("TREPM"). The sole managing
member of TREPM is Westbrook Real Estate Partners, L.L.C., a Delaware limited
liability company ("WREP"). Since its inception, the members of WREP have been
Paul D. Kazilionis and William H. Walton III. The principal business address
of TREF, TRECIP, TREPM and WREP is 599 Lexington Avenue, Suite 3800, New York,
New York 10022. Lennar is a national full-service real estate company with a
principal business address at 700 Northwest 107th Avenue, Miami, Florida
33172.

Set forth below is certain information concerning the directors and
executive officers of Rockland.

PAUL D. KAZILIONIS. Mr. Kazilionis has been an executive
officer and director of Rockland since its formation and is presently a
member of the Executive Committee of Rockland. In December, 1994, Mr.
Kazilionis co-founded Tiger Real Estate Fund, L.P. and has served as
managing member of the managing member of its general partner since
inception. In June 1996, Tiger Real Estate Fund, L.P. changed its name
to Tiger/Westbrook Real Estate Fund, L.P. ("TREF"). Prior to
co-founding TREF, Mr. Kazilionis was a Managing Director of Morgan
Stanley Realty and President of the general partner of The Morgan
Stanley Real Estate Fund, L.P. responsible for Morgan Stanley's
principal investing in real estate. Mr. Kazilionis joined Morgan
Stanley Realty in 1982. Mr. Kazilionis' business address is 284 South
Beach Road, Hobe Sound, Florida 33455.

WILLIAM H. WALTON, III. Mr. Walton has been an executive
officer and director of Rockland since its formation. In December 1994,
Mr. Walton co-founded TREF and has served as managing member of the
managing member of its general partner since inception. Prior to
co-founding TREF, Mr. Walton was a Managing Director of Morgan Stanley
Realty. Mr. Walton joined Morgan Stanley Realty in 1979. Mr. Walton's
business address is 599 Lexington Avenue, Suite 3800, New York, New York
10022.

JEFFREY M. KAPLAN. Mr. Kaplan has been an executive officer of
Rockland since its formation. Since December 1994, Mr. Kaplan has been
associated with TREF. Prior to joining TREF, Mr. Kaplan spent seven
years at Morgan Stanley & Co., serving most recently as Director of
Acquisitions for The Morgan Stanley Real Estate Fund, L.P. Mr. Kaplan's
business address is 599 Lexington Avenue, Suite 3800, New York, New York
10022.

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JONATHAN H. PAUL. Mr. Paul has been an executive officer and
director of Rockland since its formation. Since December 1994, Mr. Paul
has been associated with TREF. Prior to joining TREF, Mr. Paul spent
almost six years at Morgan Stanley & Co. in the real estate and
corporate finance areas, including three years with The Morgan Stanley
Real Estate Fund, L.P. Mr. Paul's business address is 599 Lexington
Avenue, Suite 3800, New York, New York 10022.

RACHEL V. BRANNAN. Ms. Brannan has been an executive officer
and director of Rockland since its formation. Since December 1994, Ms.
Brannan has been associated with TREF. Prior to joining TREF, Ms.
Brannan worked at Morgan Stanley & Co. for almost seven years, including
four years at Morgan Stanley Realty. Ms. Brannan's business address is
599 Lexington Avenue, Suite 3800, New York, New York 10022.

PATRICK K. FOX. Mr. Fox has been an executive officer of
Rockland since its formation. Since February 1996, Mr. Fox has been
associated with TREF. Prior to joining TREF, Mr. Fox was a partner at
the law firm of Jones, Day, Reavis and Pogue. Mr. Fox joined Jones, Day
in 1983. Mr. Fox's business address is 13155 Noel Road, Suite 2300,
Dallas, Texas 75240.

STUART A. MILLER. Mr. Miller is an executive officer and
member of the Executive Committee of Rockland. Since 1985, Mr. Miller
has served as a Vice President of Lennar Corporation and currently heads
its Homebuilding and Investment Divisions. Mr. Miller's business
address is 700 Northwest 107th Avenue, Miami, Florida 33172.

ZEPHYR PARTNERS

Zephyr Partners ("Zephyr") is a New York general partnership, the
partners of which are GP Aeolus Inc., a Delaware corporation, and AREHGP INC.,
a Delaware corporation. Carl C. Icahn is the controlling shareholder of both
GP Aeolus Inc. and American Property Investors Inc., the general partner of a
limited partnership that owns all of the issued and outstanding stock of AREHGP
INC. The principal business address of Zephyr, AREHGP INC. and GP Aeolus Inc.
is 100 South Bedford Road, Mount Kisco, New York 10549.

Set forth below is certain information concerning the directors and
executive officers of GP Aeolus Inc., AREHGP INC. and American Property
Investors Inc.

CARL C. ICAHN. Mr. Icahn has been Chairman of the Board of
American Property Investors Inc. ("API") since November 15, 1990. He is
also an executive officer of AREHGP INC. and is an executive officer and
director of GP Aeolus Inc. Mr. Icahn is also President and a director
of Starfire Holding Corporation (formerly Icahn Holding Corporation), a
Delaware corporation ("SHC"), and Chairman of the Board and a director
of various of SHC's subsidiaries, including ACF Industries, Inc., a New
Jersey corporation ("ACF"). SHC is primarily engaged in the business of
holding, either directly or through subsidiaries, a majority of the
common stock of ACF and its address is 100 South Bedford Road, Mount
Kisco, New York 10549. Mr. Icahn has also been Chairman of the Board
of Directors of ACF since October 29, 1984 and a director of ACF since
June 29, 1984. ACF is a railroad freight and tank car leasing, sales
and manufacturing company. He has also been Chairman of the Board of
Directors and President of Icahn & Co., Inc. since 1968. Icahn & Co.,
Inc. is a registered broker-dealer and a member of the National
Association of Securities Dealers. In 1979, Mr. Icahn acquired control
and presently serves as Chairman of the Board of Directors of Bayswater
Realty & Capital Corp., which is a real estate investment and
development company ("Bayswater"). ACF, Icahn & Co., Inc. and Bayswater
are deemed to be directly or indirectly owned and controlled by Carl C.
Icahn. Mr. Icahn was Chief Executive Officer and Member of the Office
of the Chairman of Trans World Airlines, Inc. ("TWA") from November 8,
1988 to January 8, 1993; Chairman of the Board of Directors of TWA from
January 3, 1986 to January 8, 1993 and Director of TWA from September
27, 1985 to January 8, 1993. Mr. Icahn also has substantial equity
interests in and controls various partnerships and corporations which
invest in publicly traded securities. Mr. Icahn's business address is
c/o Icahn Associates Corp., 114 West 47th Street, New York, New York
10036.

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<PAGE> 29
ALFRED D. KINGSLEY. Mr. Kingsley has served as a Director of
API since November 15, 1990. He was also Vice Chairman of
the Board of Directors of TWA from February 1, 1989 to January 8, 1993
and a member of the Office of the Chairman from November 8, 1988 to
January, 1993. Mr. Kingsley was a director of TWA from September 27,
1985 to January 8, 1993. He also was a director and executive officer
and Director of Research at Icahn & Co., Inc. and related entities from
1968 until December 1994. He also has been Vice Chairman of the Board
of Directors of ACF since October 29, 1984 and a director of ACF since
June 29, 1984. Mr. Kingsley has also been a Senior Managing Director of
Greenway Partners, L.P. since May 1993, which invests in publicly traded
securities. Mr. Kingsley's business address is 250 Park Avenue, New
York, New York 10022.

WILLIAM A. LEIDESDORF. Mr. Leidesdorf has served as a
Director of API since March 26, 1991. Since April 1995, Mr. Leidesdorf
has acted as an independent real estate investment banker. From January
1, 1994 through April 1995, Mr. Leidesdorf was Managing Director of RFG
Financial, Inc., a commercial mortgage company. From September 30, 1991
to December 31, 1993, Mr. Leidesdorf was Senior Vice President of
Palmieri Asset Management Group. From May 1, 1990 to September 30,
1991, Mr. Leidesdorf was Senior Vice President of Lowe Associates, Inc.,
a real estate development company, where he was involved in the
acquisition of real estate and the asset management workout and
disposition of business areas. He also acted as the Northeast Regional
Director for Lowe Associates, Inc. From June 1985 to January 30, 1990,
Mr. Leidesdorf was Senior Vice President and stockholder of Eastdil
Realty Inc., a real estate company, where he was involved in the asset
management workout, disposition of business and financing areas. During
the interim period from January 30, 1990 through May 1, 1990, Mr.
Leidesdorf was an independent contractor for Eastdil Realty, Inc. on
real estate matters. Mr. Leidesdorf's business address is c/o Richard
Plehn, 122 East 42nd Street, Suite 2514, New York, New York 10168.

JACK G. WASSERMAN. Mr. Wasserman has served as a Director of
API since December 3, 1993. Mr. Wasserman is an attorney and a member
of the New York State Bar and has been with the New York based law firm
of Wasserman, Schneider & Babb since 1966, where he is currently a
senior partner. Mr. Wasserman's business address is 90 John Street, New
York, New York 10038.

JOHN P. SALDARELLI. Mr. Saldarelli has served as Vice
President, Secretary and Treasurer of API since March 18, 1991 and is an
executive officer and director of AREHGP INC. Mr. Saldarelli was also
President of Bayswater Realty Brokerage Corp. from June 1987 until
November 19, 1993 and Vice President of Bayswater Realty & Capital Corp.
from September 1979 until April 15, 1993, both of which are deemed to be
directly or indirectly owned and controlled by Carl C. Icahn. Mr.
Saldarelli's business address is 100 South Bedford Road, Mt. Kisco, New
York 10549.

EDWARD E. MATTNER. Mr. Mattner is an executive officer of GP
Aeolus Inc. He is a securities trader for various affiliates of Mr.
Icahn. Mr. Mattner has served in this capacity since May 1976. Mr.
Mattner's business address is c/o Icahn Associates Corp., 114 West 47th
Street, New York, New York 10036.

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Appendix A
ARVIDA/JMB PARTNERS, L.P.

CONSENT

The undersigned, a holder of limited partnership interests and assignee
interests therein (together, "Units") in Arvida/JMB Partners, L.P., a Delaware
limited partnership (the "Partnership"), does hereby vote, with respect to all
Units owned by the undersigned, as follows:

[ ] FOR [ ] AGAINST [ ] ABSTAIN

APPROVAL of the Proposal more particularly described in the Consent
Statement accompanying this Consent (the "Consent Statement"), dated October
__, 1996, receipt of which is hereby acknowledged, to remove Arvida/JMB
Managers, Inc., as general partner of the Partnership, and appoint, effective
simultaneously with such removal of Arvida/JMB Managers, Inc., Raleigh Realty
Management L.P., a Delaware limited partnership, as general partner of the
Partnership, and continuation of the business of the Partnership by Raleigh
Realty Management L.P. as a remaining general partner of the Partnership,
without dissolution.

THIS CONSENT IS SOLICITED BY RALEIGH CAPITAL ASSOCIATES, L.P. WHEN THIS
CONSENT CARD IS PROPERLY EXECUTED, THE UNITS REPRESENTED HEREBY WILL BE VOTED
AS SPECIFIED. IF NO SPECIFICATION IS MADE ON THIS CONSENT CARD, THE UNITS
REPRESENTED HEREBY WILL BE VOTED FOR THE PROPOSAL.

<TABLE>
<S> <C>
Dated: , 1996
----------------------------------------------

----------------------------------------------------------

----------------------------------------------------------
Signature

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Signature (if held jointly)

----------------------------------------------------------
Title

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Please sign exactly as name appears hereon. When Units are held by
joint tenants, both should sign. When signing as an attorney, as
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in corporate name by President or
other authorized officer. If a partnership, please sign in partnership
name by authorized person.
</TABLE>

PLEASE MARK, SIGN, DATE AND RETURN THIS CONSENT CARD PROMPTLY USING THE
ENCLOSED PRE-PAID ENVELOPE TO: The Herman Group, Inc., 2121 San Jacinto
Street, 26th Floor, Dallas Texas 75201-9821. If you have any questions, please
call The Herman Group, Inc. toll-free at (800) 992-6146.