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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D(1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
ARVIDA/JMB PARTNERS, L.P.
- --------------------------------------------------------------------------------
(Name of Issuer)
Limited Partnership Interests and Assignee Interests Therein
- --------------------------------------------------------------------------------
(Title of Class of Securities)
None
- --------------------------------------------------------------------------------
(CUSIP Number)
Michael L. Ashner
Raleigh Capital Associates L.P.
100 Jericho Quadrangle, Suite 214
Jericho, New York 11735-2717
(516) 822-0022
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 13, 1996
---------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
- ----------------------------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(1) This Amendment No. 2 amends certain information contained in the final
amendment to Schedule 14D-1 filed by Raleigh Capital Associates L.P., Raleigh GP
Corp., Rockland Partners, Inc. and Zephyr Partners on August 6, 1996, which
constituted the initial filing on Schedule 13D by such entities under Section
13(d) of the Act, and Amendment No.1 to Schedule 13D filed by such entities on
August 21, 1996.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. N/A Page 2 of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Raleigh Capital Associates L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF; WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 79,701 Units
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
79,701 Units
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,701 Units
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. N/A Page 3 of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Raleigh GP Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 79,701 Units**
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
79,701 Units**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,701 Units**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------------------------
**Reflects beneficial ownership by Raleigh Capital Associates L.P. (of which
Raleigh GP Corp. is a general partner).
<PAGE> 4
SCHEDULE 13D
CUSIP NO. N/A Page 4 of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rockland Partners, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 79,706 Units**
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
79,706 Units**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,706 Units**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------------------------
**Reflects beneficial ownership of 5 Units by Rockland Partners, L.P. (of
which Rockland Partners, Inc. is the general partner) and 79,701 Units
beneficially owned by Raleigh Capital Associates L.P. (of which Rockland
Partners, Inc. is a general partner).
<PAGE> 5
SCHEDULE 13D
CUSIP NO. N/A Page 5 of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zephyr Partners
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 79,701 Units**
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
79,701 Units**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,701 Units**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------------------------
**Reflects beneficial ownership by Raleigh Capital Associates L.P. (of which
Zephyr Partners is a general partner).
<PAGE> 6
This Amendment No. 2 amends certain information contained in the final
amendment to Schedule 14D-1 (the "Final Amendment") filed by Raleigh Capital
Associates L.P. ("Raleigh Capital"), Raleigh GP Corp., Rockland Partners, Inc.
and Zephyr Partners on August 6, 1996, which constituted the initial filing on
Schedule 13D under Section 13(d) of the Act, and Amendment No. 1 to Schedule
13D filed on August 21, 1996 ("Amendment No. 1"). Capitalized terms used but
not defined herein have the meanings ascribed to them in the Final Amendment
and Amendment No. 1.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby supplemented and amended as follows:
Other than pursuant to or in connection with the Raleigh Proposal (as
defined below) or as otherwise disclosed in this Schedule 13D, as amended, none
of the reporting persons have any plans or proposals which relate to or would
result in any of the events or transactions described in (a)-(j) of Item 4.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby supplemented and amended as follows:
On September 13, 1996, Raleigh Capital sent a letter to the General
Partner, a copy of which is attached hereto as Exhibit 4 and incorporated by
reference herein, indicating its opposition to the proposed financing
transaction between the Partnership and Starwood Capital Group, L.P. (the
"Starwood Financing Proposal") and proposing (the "Raleigh Proposal") that the
Partnership and an affiliate of Raleigh Capital enter into a business
combination pursuant to which Unitholders would be given the choice of
receiving $500 per Unit in cash or $525 per Unit (consisting of $400 per Unit
in cash plus a security of the surviving entity valued at not less than $125
per Unit).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby supplemented and amended by adding the following,
copies of which are attached hereto as exhibits:
99.4 Letter dated September 13, 1996 from Raleigh Capital to the
General Partner.
99.5 Press Release.
<PAGE> 7
Signatures
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 17, 1996 RALEIGH CAPITAL ASSOCIATES L.P.
By: Raleigh GP Corp., General Partner
By: /s/ Peter Braverman
----------------------------
Name: Peter Braverman
Title: Vice President
By: ROCKLAND PARTNERS, INC.,
General Partner
By: /s/ Jonathan H. Paul
----------------------------
Name: Jonathan H. Paul
Title: Vice President
By: ZEPHYR PARTNERS
By: GP Aeolus Inc., General
Partner
By: /s/ Edward Mattner
----------------------------
Name: Edward Mattner
Title: Vice President
By: AREHGP INC., General Partner
By: /s/ John Saldarelli
----------------------------
Name: John Saldarelli
Title: President
RALEIGH GP CORP.
By: /s/ Peter Braverman
----------------------------
Name: Peter Braverman
Title: Vice President
[Amendment No. 2 to Schedule 13D]
<PAGE> 8
Signatures
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 17, 1996 ROCKLAND PARTNERS, INC.
By: /s/ Jonathan H. Paul
-----------------------------------
Name: Jonathan H. Paul
Title: Vice President
ZEPHYR PARTNERS
By: GP Aeolus Inc., General Partner
By: /s/ Edward Mattner
-----------------------------------
Name: Edward Mattner
Title: Vice President
By: AREHGP INC., General Partner
By: /s/ John Saldarelli
-----------------------------------
Name: John Saldarelli
Title: President
[Amendment No. 2 to Schedule 13D]
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C> <C>
99.4 Letter dated September 13, 1996 from Raleigh Capital to the General Partner.
99.5 Press Release.
</TABLE>
<PAGE> 1
EXHIBIT 99.4
[RALEIGH CAPITAL ASSOCIATES L.P. LETTERHEAD]
September 13, 1996
BY FACSIMILE AND COURIER
Arvida/JMB Managers, Inc.
as General Partner of
Arvida/JMB Partners, L.P.
900 North Michigan Avenue
Chicago, Illinois 60611
Attn: Judd D. Malkin, Chairman
Gentleman:
The undersigned, Raleigh Capital Associates L.P., is the
holder of approximately 19.7% of assignee interests in Arvida/JMB Partners,
L.P. (the "Partnership").
As we have previously informed you, Raleigh strongly believes
that the Partnership's proposed financing transaction (at above market rates)
with Starwood Capital Group, L.P. (the "Starwood Financing Proposal") is not in
the best interests of the Partnership. You have indicated that the financing
would allegedly permit the Partnership to make a cash distribution to
unitholders of approximately $350-$400, but you have publicly conceded that the
Starwood Financing Proposal would highly leverage the Partnership and, as a
result, may substantially impede the ability of the Partnership to make any
future cash distributions.
We remain troubled that, after having met with us and received
our offer of assistance to secure superior financing (or, in the event of our
failure to do so, at least match the Starwood terms), you have refused our
assistance and continue to pursue the Starwood Financing Proposal against our
strenuous objection as your largest interestholder. In light of the foregoing
and your continued refusal to discuss with us in good faith a negotiated
transaction, we believe that you have left us no other alternative but to
propose to you directly the merger transaction described below.
We are writing this letter to propose (the "Raleigh Proposal")
that the Partnership enter into a formal, binding agreement with an entity to
be established by Raleigh pursuant to which the Partnership and the entity
would merge or otherwise combine and pursuant to which the current unitholders
would be given the choice of receiving either (i) $500 per limited partnership
interest and assignee interest therein ("Unit") in cash or (ii) $525 per Unit,
composed of $400 per Unit in cash plus a security of the surviving entity (the
"Security") which would be worth not less than $125 per Unit, or more if the
Lehman Brothers projections set forth in the Lehman Valuation (as defined
below) are attained. The valuation of the Security would supported by
nationally recognized investment bankers. Furthermore, the Raleigh entity
would seek to have the Security listed for trading on a national securities
exchange. The second option is designed to give the unitholder choosing this
option an opportunity to share in the future of the enterprise.
<PAGE> 2
Arvida/JMB Managers, Inc.
September 13, 1996
Page 2
The Raleigh Proposal is not subject to obtaining financing,
and is based upon publicly available information regarding the Partnership,
including the assumptions made by Lehman Brothers in advising the Partnership
with respect to the value of the Units (the "Lehman Valuation"), upon which we
have relied.
The Raleigh Proposal will afford those unitholders desiring
immediate liquidity the opportunity to achieve a price of $500 per Unit in
immediate cash (or potentially more if the second option is elected), which is
significantly higher than any of the previous offers made for Units. Those
unitholders that do not require immediate liquidity will continue to have an
interest in the future of the enterprise and will have received an initial cash
amount equal to or in excess of the distribution expected to be made in the
Starwood Financing Proposal and will have received a combined value of cash and
securities which approximates the Lehman Unit valuation. We believe that the
General Partner will recognize that the Raleigh Proposal is far more beneficial
to the unitholders than the Starwood Financing Proposal and can be considered
by the General Partner without violating the improvident exclusivity provisions
of the agreement with Starwood by which the general partner feels bound. The
Raleigh Proposal is conditioned upon the Starwood Financing Proposal not being
consummated and will require a favorable vote of unitholders. In fact, it would
be acceptable to Raleigh for the unitholders to be permitted to vote on whether
the Partnership should enter into the Raleigh Proposal or consummate the
Starwood Financing Proposal.
We are prepared to enter into immediate negotiations with you
with respect to the Raleigh Proposal with a view toward consummating the
transaction as soon as practicable. Should you continue, however, to follow
your current course of action, Raleigh will have no choice but to pursue other
alternatives which will be intended to afford unitholders the opportunity to
decide for themselves exactly what is in their best interest and not just the
General Partner's. This letter proposal will expire by its terms at 5:00 p.m.
on Wednesday, September 18, 1996, and we would expect to hear your favorable
response prior to such time.
Very truly yours,
RALEIGH CAPITAL ASSOCIATES L.P.
By: Raleigh GP Corp.
By:/s/Michael Ashner
----------------------------
Michael Ashner
President
<PAGE> 1
EXHIBIT 99.5
FOR IMMEDIATE RELEASE
CONTACT: MICHAEL ASHNER
(516) 822-0022
Raleigh Capital Associates L.P. announced today that it has made a
proposal to the general partner of Arvida/JMB Partners, L.P., a limited
partnership, which calls for a business combination of Arvida/JMB with a
Raleigh entity which would give the limited partners of Arvida/JMB the choice
of $500 in cash or a combination of $400 in cash plus a continuing interest in
the entity which would be initially valued at approximately $125, or a total of
$525.
Raleigh further announced today that as the largest holder of
interests in Arvida/JMB Partners, it is strongly opposed to and intends to take
action to defeat a proposed transaction pursuant to which Arvida/JMB would
obtain financing from Starwood Capital Group, L.P. Raleigh noted that the
general partner of Arvida/JMB had previously rejected an offer from Raleigh to
obtain on behalf of Arvida/JMB, financing superior to that offered by Starwood.
Michael Ashner, president of Raleigh, stated that if the general
partner were acting in the best interests of the limited partners, it should
accept our offer because it delivers to the limited partners who want to go out
a price far in excess of any previous offer to them and it delivers to those
who want to stay, immediate cash in excess of any proposed distribution arising
from the borrowing in the Starwood transaction plus a continuing share of the
enterprise which, together with the cash portion, would be close to the range
of values which the general partners' investment bankers placed on the limited
partnership interests and assignee interests therein.
Mr. Ashner further stated that Raleigh believes that the limited
partners of Arvida/JMB should be allowed to decide whether the limited
partnership should accept the Starwood proposal or the Raleigh proposal.
