<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT No. 3)
-------------------------
ARVIDA/JMB PARTNERS, L.P.
a Delaware Limited Partnership
(Name of Subject Company)
RALEIGH CAPITAL ASSOCIATES L.P.
(Bidder)
LIMITED PARTNERSHIP INTERESTS AND ASSIGNEE INTERESTS THEREIN
(Title of Class
of Securities)
NONE
(CUSIP Number of Class
of Securities)
-------------------------
Michael L. Ashner Copy to:
Raleigh Capital Associates L.P. Mark I. Fisher
100 Jericho Quadrangle Todd J. Emmerman
Suite 214 Rosenman & Colin LLP
Jericho, New York 11735-2717 575 Madison Avenue
(516) 822-0022 New York, New York 10022-2585
(212) 940-8800
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
********************************************************************
* Transaction Amount of *
* Valuation* Filing Fee *
* ----------- ---------- *
* $80,475,000 $16,095.00 *
********************************************************************
*For purposes of calculating the filing fee only. This amount assumes
the purchase of 185,000 Limited Partnership Interests ("Units") of the subject
company for $435 per Unit in cash.
[x] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and date of its filing.
Amount previously paid: $15,577.00 Filing Party: Raleigh Capital Associates L.P.
---------- -------------------------------
Form or registration no.: Schedule 14D-1 Date Filed: June 19, 1996
-------------- -------------
(Continued on following page(s))
<PAGE> 2
CUSIP No.: None 14D-1 Page 2 of 6 Pages
<TABLE>
<S> <C>
<C> <C>
- ---------------------------------------------------------------------
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
(See Instructions)
(a) [ ]
(b) [ ]
- ------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------
4. Sources of Funds (See Instructions)
AF; WC
- ------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
[ ]
- ------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- ------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting
Person
5 Units
- ------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
[ ]
- ------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
Less than 1%
- ------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)
PN
</TABLE>
<PAGE> 3
AMENDMENT NO. 3 TO SCHEDULE 14D-1
This Amendment No. 3 amends the Tender Offer Statement on Schedule
14D-1 filed with the Commission on June 19, 1996 by Raleigh Capital Associates
L.P., a Delaware limited partnership (the "Purchaser"), as amended by Amendment
Nos. 1 and 2 thereto (the "Schedule 14D-1"), relating to the tender offer by
the Purchaser to purchase up to 185,000 of the outstanding limited partnership
interests and assignee interests therein ("Units") of Arvida/JMB Partners,
L.P., a Delaware limited partnership (the "Partnership"), at a purchase price
of $435 per Unit, less the amount of any distributions declared or made with
respect to the Units between June 19, 1996 (the "Offer Date") and the date of
payment of the Purchase Price by the Purchaser, net to the seller in cash,
without interest, upon the terms set forth in the Offer to Purchase dated June
19, 1996 (the "Offer to Purchase") and in the related Letter of Transmittal, as
each may be supplemented or amended from time to time (which together
constitute the "Offer") to include the information set forth below. Terms not
otherwise defined herein shall have the meaning ascribed to them in the
Schedule 14D-1 and the Offer to Purchase.
Item 1. Security and Subject Company.
Item 1(b) is hereby amended as follows:
The information set forth in "INTRODUCTION" of the Supplement to the
Offer to Purchase attached hereto as Exhibit (a)(7) (the "Supplement") is
incorporated herein by reference.
Item 2. Identity and Background.
Items 2(a)-(g) are hereby amended as follows:
The information set forth in "Section 11. Certain Information
Concerning the Purchaser." and Schedule 1 of the Supplement is incorporated
herein by reference.
Item 3. Past Contacts, Transactions or Negotiations With the Subject Company.
3
<PAGE> 4
Item 3(a) is hereby amended as follows:
The information set forth in "Section 11. Certain Information
Concerning the Purchaser." of the Supplement is incorporated herein by
reference.
Item 4. Source and Amount of Funds or Other Consideration.
Item 4(a) is hereby amended as follows:
The information set forth in "Section 12. Source of Funds." of the
Supplement is incorporated herein by reference.
Item 6. Interest in Securities of the Subject Company.
Items 6(a)-(b) are hereby amended as follows:
The information set forth in "Section 11. Certain Information
Concerning the Purchaser." of the Supplement is incorporated herein by
reference.
Item 10. Additional Information.
Item 10(f) is hereby amended as follows:
The information set forth in the Letter to Unitholders, the
Supplement, the Letter of Transmittal, the Notice of Withdrawal and the Daily
Business Review article attached hereto as Exhibits (a)(6), (a)(7), (a)(8),
(a)(9) and (a)(10), respectively, is incorporated herein by reference.
4
<PAGE> 5
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended by adding the following, which are
attached hereto as exhibits:
<TABLE>
<S> <C>
99.(a)(6) Letter to Unitholders
99.(a)(7) Supplement to Offer to Purchase dated July 10, 1996
99.(a)(8) Letter of Transmittal
99.(a)(9) Notice of Withdrawal
99.(a)(10) Daily Business Review article dated May 21, 1996
99.(a)(11) Press Release dated July 10, 1996
</TABLE>
5
<PAGE> 6
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: July 10, 1996
RALEIGH CAPITAL ASSOCIATES L.P.
By: Raleigh GP Corp., General Partner
By: /s/ Michael L. Ashner
--------------------------
Name: Michael L. Ashner
Title: President
6
<PAGE> 7
Exhibit Index
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C>
99.(a)(6) Letter to Unitholders
99.(a)(7) Supplement to Offer to Purchase dated July 10, 1996
99.(a)(8) Letter of Transmittal
99.(a)(9) Notice of Withdrawal
99.(a)(10) Daily Business Review article dated May 21, 1996
99.(a)(11) Press Release dated July 10, 1996
</TABLE>
<PAGE> 1
$435
HIGHEST PRICE TO PURCHASE
UNITS OF
ARVIDA/JMB PARTNERS, L.P.
OFFER EXTENDED TO TUESDAY, JULY 23, 1996
RALEIGH CAPITAL ASSOCIATES L.P. has increased its offer to purchase
Units in Arvida/JMB Partners, L.P. to $435 per Unit. This price now exceeds
the Walton Street Capital Acquisition Co. III L.L.C. Offer by $15 per Unit.
ACCEPT THE OFFER NOW AND RALEIGH PAYS YOU:
<TABLE>
<CAPTION>
Units Owned Increased Price Per Unit Total Purchase Price
----------- ------------------------ --------------------
<S> <C>
o HIGHEST PRICE. THE INCREASED OFFER IS MADE ON THE SAME TERMS AND CONDITIONS AS THE ORIGINAL
OFFER. YOU WILL NOT PAY ANY COMMISSIONS OR TRANSFER FEES.
o PREMIUM. THE INCREASED OFFER REPRESENTS A PREMIUM OF 78% OVER THE $245 AVERAGE WEIGHTED PRICE
FOR UNITS REPORTED FOR THE FOUR MONTH PERIOD ENDING MARCH 31, 1996 AND A 48% PREMIUM TO THE
$294 APPRAISED VALUE PREPARED BY THE PARTNERSHIP'S OWN ERISA APPRAISER AS OF SEPTEMBER 30,1995.
o FINANCING CONDITION. THE WALTON OFFER IS SUBJECT TO A FINANCING CONDITION WHILE THE RALEIGH
OFFER IS NOT SUBJECT TO ANY FINANCING CONDITION.
o LIQUIDITY NOW. THE RALEIGH OFFER PROVIDES YOU WITH CASH NOW, RATHER THAN OVER SIX YEARS AS
PROJECTED BY THE GENERAL PARTNER. TO MAKE AN INFORMED DECISION ON THE ABILITY OF THE GENERAL
PARTNER TO REALIZE ON ITS PROJECTIONS, PLEASE REVIEW THE ENCLOSED NEWSPAPER ARTICLE REGARDING
THE GENERAL PARTNER'S TRACK RECORD WITH YOUR INVESTMENT.
o OFFER ENDS SOON. UNLESS EXTENDED, THE RALEIGH OFFER EXPIRES ON TUESDAY,
JULY 23, 1996.
o NO FURTHER ACTION IS NECESSARY. IF YOU PREVIOUSLY TENDERED YOUR UNITS TO RALEIGH, YOU WILL
AUTOMATICALLY RECEIVE THE HIGHER PRICE. IF YOU PREVIOUSLY TENDERED YOUR UNITS TO WALTON, YOU
MAY WITHDRAW YOUR TENDER BY COMPLETING AND MAILING THE ENCLOSED NOTICE OF WITHDRAWAL. PLEASE
CONTACT THE HERMAN GROUP IF YOU NEED ASSISTANCE IN COMPLETING THE NOTICE OF WITHDRAWAL.
</TABLE>
In making your decision, please review the enclosed supplement to the
Offer to Purchase which describes recent developments in the constitution of
Raleigh. To tender your Units, mail or fax a completed and executed copy of
the Letter of Transmittal, a copy of which is enclosed, and any documents
required by the Letter of Transmittal to The Herman Group using the enclosed
pre-addressed, postage paid envelope at:
The Herman Group, Inc.
2121 San Jacinto Street, 26th Floor
Dallas, Texas 75221-9602
Facsimile No. (214) 999-9348 or (214) 999-9323
For information call 1-800-992-6146
RALEIGH CAPITAL ASSOCIATES L.P.
<PAGE> 1
SUPPLEMENT
TO
OFFER TO PURCHASE FOR CASH
UP TO 185,000 UNITS
OF
ARVIDA/JMB PARTNERS, L.P.
FOR
$435 NET PER UNIT
BY
RALEIGH CAPITAL ASSOCIATES L.P.
***************************************************************************
* *
* THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT *
* 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 23, 1996, UNLESS *
* EXTENDED. *
* *
***************************************************************************
The Purchaser hereby supplements and amends its offer to purchase up
to 185,000 Units of Arvida/JMB Partners, L.P., upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated June 19, 1996, in this
Supplement and in the related Letter of Transmittal, as each may be amended
from time to time. Capitalized terms used in this Supplement shall have the
meaning ascribed to them in the Offer to Purchase.
INTRODUCTION
The "Introduction" to the Offer to Purchase is hereby supplemented as
follows:
The Purchaser hereby amends the Offer to increase the Purchase Price
to $435 per Unit, less the amount of any distributions declared or paid with
respect to the Units between the Offer Date and the date of payment of the
Purchase Price by the Purchaser, net to the seller in cash, without interest,
upon the terms set forth in the Offer to Purchase, this Supplement and in the
related Letter of Transmittal, as each may be amended from time to time.
The Offer relates to the limited partnership interests and assignee
interests therein and the term Units referred to in the Offer includes both
limited partnership interests and assignee interests therein.
THE TENDER OFFER
Section 1. Terms of the Offer.
Section 1 of the Offer to Purchase is hereby supplemented as follows:
The term "Expiration Date" shall mean 12:00 Midnight, New York City
time, on July 23, 1996, unless the Purchaser further extends the period of time
during which the Offer is open.
Section 11. Certain Information Concerning the Purchaser.
Section 11 of the Offer to Purchase is hereby supplemented and amended
as follows:
The Purchaser and Raleigh GP Corp. have agreed in principle to admit
Rockland Partners, Inc. ("Rockland") as a general partner of the Purchaser.
Rockland is a newly-formed Delaware corporation which is wholly-owned by
Tiger/Westbrook Real Estate Fund, L.P. ("TREF") and Tiger/Westbrook Real Estate
Co-Investment Partnership, L.P. ("TRECIP"), each a Delaware limited
partnership formed to be private real estate investment funds. 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 Fund I, L.L.C., a
Delaware limited liability company ("WREF"). Since its inception, the members
of WREF have been Paul D. Kazilionis and William H. Walton III. The principal
business address of TREF, TRECIP, TREPM and WREF is 101 Park Avenue, 47th
Floor, New
<PAGE> 2
York, New York 10178. Lennar Corporation, a Delaware corporation ("Lennar"),
has agreed in principle to a transaction that, if and when completed, will give
Lennar equal control of Rockland. Lennar is a national full-service real
estate company with a principal business address at 700 Northwest 107th Avenue,
Miami, Florida 33172.
For certain information concerning the directors and executive
officers of Rockland, see Schedule I. If the transaction with Lennar is
completed, Rockland will be managed by a two person Executive Committee, the
members of which will be Paul D. Kazilionis and Stuart A. Miller. For certain
information concerning Messrs. Kazilionis and Miller, see Schedule I.
Raleigh GP Corp. and Rockland have agreed in principle that for a two
year period neither they nor their affiliates will, without the other's
consent, (i) participate in any negotiations or discussions concerning any
purchase of Units or the assets of the Partnership, (ii) acquire or seek to
acquire ownership of any Units or assets of the Partnership or (iii) seek or
propose to influence or control the Partnership's management or policies
pursuant to a proxy or consent solicitation or otherwise.
In March, 1996, Tiger Real Estate Fund, L.P. (now Tiger/Westbrook Real
Estate Fund, L.P.) and certain of its affiliates, all of which are affiliates
of Rockland, together with affiliates of Lennar, purchased all of the
outstanding partnership interests of Coto de Caza Ltd., a California limited
partnership ("Coto de Caza"), from Chevron Land and Development Company and the
Partnership. The Partnership owned 20% of the partnership interests of Coto de
Caza, for which it was paid $12,000,000.
Additionally, in the Spring of 1996, Tiger Real Estate Fund, L.P. (now
Tiger/Westbrook Real Estate Fund, L.P.) held preliminary discussions with an
affiliate of the Partnership with respect to managing a to-be-developed
residential community in Orlando, Florida. The discussions have since ceased
and the affiliate of the Partnership is no longer a candidate for managing the
proposed project.
Rockland Partners, L.P., an affiliate of Rockland, beneficially owns
five Units which it acquired in a secondary market transaction in June, 1996
for $285 per Unit.
The Purchaser has engaged in preliminary discussions with various
third parties, including representatives of Walton Street Acquisition Co. III,
L.L.C. and Whitehall Street Real Estate Limited Partnership VII, regarding
admission of such parties or affiliates thereof as additional partners of the
Purchaser. No agreement has been reached with any of such parties and there
can be no assurance that any such agreement will be reached.
Section 12. Source of Funds.
Section 12 of the Offer to Purchase is hereby supplemented and amended
as follows:
The Purchaser expects that $80,475,000 (exclusive of fees and
expenses) would be required to purchase the Units sought pursuant to the Offer,
if tendered.
Raleigh Capital Associates L.P.
July 10, 1996
<PAGE> 3
Schedule I
PAUL D. KAZILIONIS. Mr. Kazilionis has been an executive officer and director
of Rockland since its formation. Mr. Kazilionis may soon be elected a member
of the Executive Committee of Rockland subject to consummation of the
transaction with Lennar. 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 101 Park Avenue, New York, New York 10178.
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
Tiger Real Estate Fund, L.P. 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 101 Park
Avenue, New York, New York 10178.
JEFFREY M. KAPLAN. Mr. Kaplan has been an executive officer of Rockland since
its formation. Since December, 1994, Mr. Kaplan has been associated with
Tiger Real Estate Fund, L.P. 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 101 Park Avenue, New York, New York 10178.
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 Tiger Real Estate Fund, L.P. 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 101 Park Avenue, New York, New York
10178.
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 Tiger Real Estate Fund, L.P. 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 101 Park
Avenue, New York, New York 10178.
PATRICK K. FOX. Mr. Fox has been an executive officer of Rockland since its
formation. Since February, 1996, Mr. Fox has been associated with Tiger Real
Estate Fund, L.P. 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 14400 North Dallas Parkway, Suite 200, Dallas, Texas
75240.
STUART A. MILLER. Mr. Miller may soon be elected an executive officer and
member of the Executive Committee of Rockland subject to consummation of the
transaction with Lennar. 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.
3
<PAGE> 1
EXHIBIT 99.(a)(8)
LETTER OF TRANSMITTAL OF LIMITED PARTNERSHIP INTERESTS
ARVIDA/JMB PARTNERS, L.P.
<TABLE>
<CAPTION>
NO. UNITS PURCHASE NO. OF UNITS TOTAL PURCHASE PRICE
OWNED PRICE PER UNIT TENDERED IF ALL UNITS TENDERED
--------- -------------- ------------ ---------------------
<S> <C> <C> <C> <C>
</TABLE>
(Please indicate changes or corrections to the name and address printed above)
================================================================================
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON JULY 23, 1996 (THE "EXPIRATION DATE") UNLESS
EXTENDED.
To participate in the Offer, a duly executed copy of this Letter of
Transmittal and any other documents required by this Letter of Transmittal must
be received by the Depositary on or prior to the Expiration Date. Delivery of
this Letter of Transmittal or any other required documents to an address other
than as set forth below does not constitute valid delivery. The method of
delivery of all documents is at the election and risk of the tendering
Unitholder. Please use the pre-addressed, postage-paid envelope provided.
This Letter of Transmittal is to be completed by Unitholders of
Arvida/JMB Partners, L.P., a Delaware limited partnership (the "Partnership"),
pursuant to the procedures set forth in the Offer to Purchase (as defined
below). Capitalized terms used herein and not defined herein have the meanings
ascribed to such terms in the Offer to Purchase.
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS
Gentlemen:
The undersigned hereby tenders to Raleigh Capital Associates L.P. (the
"Purchaser"), with an address at One International Place, Boston, Massachusetts
02110, the number of Limited Partnership Interests ("Units") in the Partnership
set forth above for a purchase price equal to $435 per Unit less the amount of
any distributions declared or made with respect to the Units between the Offer
Date and the date of payment of the Purchase Price by the Purchaser, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated June 19, 1996 (the "Offer to
Purchase"), and this Letter of Transmittal, as each may be supplemented or
amended from time to time (which together constitute the "Offer"). Receipt of
the Offer to Purchase is hereby acknowledged. A Unitholder who executes this
Letter of Transmittal shall be deemed to have tendered all Units beneficially
owned by such Unitholder pursuant to the Offer, where no indication is marked
in the "No. of Units Tendered" column.
The undersigned recognizes that, if more than 185,000 Units are
validly tendered prior to or on the Expiration Date and not properly withdrawn,
the Purchaser will, upon the terms of the Offer, accept for payment from among
those Units tendered prior to or on the Expiration Date 185,000 Units on a pro
rata basis, with adjustments to avoid purchases of certain fractional Units,
based upon the number of Units validly tendered prior to the Expiration Date
and not withdrawn.
Subject to and effective upon acceptance for payment of any of the
Units tendered hereby, the undersigned hereby sells, assigns and transfers to,
or upon the order of, Purchaser all right, title and interest in and to such
Units which are purchased pursuant to the Offer. The undersigned hereby
irrevocably constitutes and appoints the Purchaser as the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Units, with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to deliver such Units and transfer ownership
of such Units on the books of the Partnership, together with all accompanying
evidences of transfer and authenticity, to or upon the order of the Purchaser
and, upon payment of the purchase price in respect of such Units by the
Purchaser, to receive all benefits and otherwise exercise all rights of
beneficial ownership of such Units, including all voting rights, all in
accordance with the terms of the Offer. Subject to and effective upon the
purchase of any Units tendered hereby, the undersigned hereby requests that the
Purchaser be admitted to the Partnership as a "substitute Limited Partner"
under the terms of the Amended and Restated Agreement of Limited Partnership of
the Partnership. Upon the purchase of Units pursuant to the Offer, all prior
proxies and consents given by the undersigned with respect to such Units will
be revoked and no subsequent proxies or consents may be given (and if given
will not be deemed effective). In addition, by executing this Letter of
Transmittal, the undersigned assigns to the Purchaser all of the undersigned's
right to receive distributions from the Partnership with respect to Units which
are purchased pursuant to the Offer other than distributions declared or made
between the Offer Date and the date payment of the Purchase Price by the
Purchaser.
The undersigned hereby represents and warrants that the undersigned
owns the Units tendered hereby within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, and has full power and authority
to validly tender, sell, assign and transfer the Units tendered hereby, and
that when any such Units are purchased by the Purchaser, the Purchaser will
acquire good, marketable and unencumbered title thereto, free and clear of all
liens, restrictions, charges, encumbrances, conditional sales agreements or
other obligations relating to the sale or transfer thereof, and such Units will
not be subject to any adverse claim. The undersigned further represents and
warrants that the assignment of Units represented hereby is being made in
accordance with all applicable laws and regulations (including investment
suitability requirements). Upon request, the undersigned will execute and
deliver any additional documents deemed by the Purchaser to be necessary or
desirable to complete the assignment, transfer, or purchase of Units tendered
hereby.
The undersigned understands that a tender of Units to the Purchaser
will constitute a binding agreement between the undersigned and the Purchaser
upon the terms and subject to the conditions of the Offer. The undersigned
recognizes that under certain circumstances set forth in the Offer to Purchase,
the Purchaser may not be required to accept for payment any of the Units
tendered hereby. In such event, the undersigned understands that any Letter of
Transmittal for Units not accepted for payment will be destroyed by the
Purchaser. All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and any obligations of the
undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer to
Purchase, this tender is irrevocable.
Upon acceptance of Units by the Purchaser, the Purchaser agrees to be bound by
all of the terms and provisions of the Partnership Agreement.
<PAGE> 2
SIGNATURE BOX (ALL OWNERS)
(See Instructions 2, 3 and 4 as necessary)
Please sign exactly as your name is printed on the front of this Letter of
Transmittal. For joint owners, each joint owner must sign. (See Instruction
2.)
The signatory hereto hereby tenders the number of Units indicated in this
Letter of Transmittal to its Purchaser pursuant to the terms of the Offer and
certifies under penalties of perjury the statements in Box A, Box B, and, if
applicable, Box C.
X___________________________________ X___________________________________
(Signature) (Signature)
Tax I.D. Number X ____________________________________________
Name and Capacity (If other than individuals) __________________________________
(Title)_____________________________________________
Address (Fiduciaries Only): ____________________________________________________
(city) (state) (zip)
Area Code and Telephone No. ( )____________(Day) ( ) ____________(Evening)
SIGNATURE GUARANTEE (IF REQUIRED)
(See Instruction 2)
Name and Address of Eligible Institution _______________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Authorized Signature _____________________ Title ________________________
Name _____________________________________ Date __________________ , 1996
FOR INFORMATION CONTACT:
THE HERMAN GROUP, INC.
2121 San Jacinto Street
26th Floor
Dallas, Texas 75201-9821
Telephone: (800) 992-6146
Facsimile: (214) 999-9323
or
(214) 999-9348
(IF TENDERING BY FACSIMILE, PLEASE TRANSMIT BOTH THE FRONT AND BACK OF THE
LETTER OF TRANSMITTAL AND THE TAX CERTIFICATION PAGE.)
BEFORE RETURNING THIS LETTER OF TRANSMITTAL, PLEASE REFER TO THE ACCOMPANYING
INSTRUCTIONS.
<PAGE> 3
TAX CERTIFICATIONS
BOX A
SUBSTITUTE FORM W-9
(SEE INSTRUCTION 4 - BOX A)
The person signing this Letter of Transmittal hereby certifies the following to
the Purchaser under penalties of perjury:
(i) The TIN [ ] provided in the Signature Box on the Letter of
Transmittal is the correct TIN of the Unitholder, or if this box [ ] is
checked, the Unitholder has applied for a TIN. If the Unitholder has applied
for a TIN, a TIN has not been issued to the Unitholder, and either: (a) the
Unitholder has mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (b) the
Unitholder intends to mail or deliver an application in the near future (it
being understood that if the Unitholder does not provide a TIN to the Purchaser
31% of all reportable payments made to the Unitholder will be withheld until a
TIN is provided to the Purchaser); and
(ii) Unless this box [ ] is checked, the Unitholder is not subject to
Backup Withholding either because the Unitholder: (a) is exempt from Backup
Withholding, (b) has not been notified by the IRS that the Unitholder is
subject to backup withholding as a result of a failure to report all interest
or dividends, or (C) has been notified by the IRS that such Unitholder is no
longer subject to Backup Withholding.
Note: Place an "X" in the box in (ii) if you are unable to certify
that the Unitholder is not subject to Backup Withholding.
BOX B
FIRPTA AFFIDAVIT
(SEE INSTRUCTION 4 - BOX B)
Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists of U.S. real property
interests and 90% or more of the value of its gross assets consists of U.S.
real property interests plus cash equivalents, and the holder of the
partnership interest is a foreign person. To inform the Purchaser that no
withholding is required with respect to the Unitholder's interest in the
Partnership, the person signing this Letter of Transmittal hereby certifies the
following under penalties of perjury:
(i) Unless this box [ ] is checked, the Unitholder, if an individual,
is a U.S. citizen or a resident alien for purposes of U.S. income taxation, and
if other than an individual, is not a foreign corporation, foreign partnership,
foreign estate or foreign trust (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations); (ii) the Unitholder 's U.S. social
security number (for individuals) or employer identification number (for
non-individuals) is correct as provided (or corrected) in this Letter of
Transmittal; and (iii) the Unitholder 's home address (for individuals), or
office address (for non-individuals), is correctly printed (or corrected) on
the front of this Letter of Transmittal. If a corporation, the jurisdiction of
incorporation is _____________________________.
The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchaser and that any false
statements contained herein could be punished by fine, imprisonment, or both.
BOX C
SUBSTITUTE FORM W-8
(SEE INSTRUCTION 4 - BOX C)
By checking this box [ ], the person signing this Letter of Transmittal hereby
certifies under penalties of perjury that the Unitholder is an "exempt foreign
person" for purposes of the Backup Withholding rules under the U.S. federal
income tax laws, because the Unitholder:
(i) Is a nonresident alien individual or a foreign
corporation, partnership, estate or trust;
(ii) If an individual, has not been and plans not to be
present in the U.S. for a total of 183 days or more during the
calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade
or business that has effectively connected gains from transactions
with a broker or barter exchange.
PLEASE REFER TO ATTACHED INSTRUCTIONS ON BACK PAGE
<PAGE> 4
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. DELIVERY OF THE LETTER OF TRANSMITTAL. For convenience in responding
to the Offer, a pre-addressed, postage- paid envelope has been enclosed with
the Offer to Purchase. However, to ensure receipt of the Letter of
Transmittal, it is suggested that you use overnight courier delivery or, if
the Letter of Transmittal is to be delivered by United States mail, that
you use certified or registered mail, return receipt requested.
To be effective, a duly completed and signed Letter of Transmittal (or
facsimile thereof) must be received by the Information Agent/Depository at
the address (or facsimile number) set forth below before the Expiration
Date, Midnight, Eastern Time on July 23, 1996, unless extended. Letters of
Transmittal which have been duly executed, but where no indication is marked
in the "No. of Units Tendered" column, shall be deemed to have tendered all
Units pursuant to the Offer.
BY MAIL OR THE HERMAN GROUP, INC.
HAND DELIVERY 2121 San Jacinto Street
26th Floor
Dallas, Texas 75201-9821
BY FACSIMILE: (214) 999-9323
or
(214) 999-9348
FOR ADDITIONAL INFORMATION CALL: (800) 992-6146
THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING UNITHOLDER AND DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION
AGENT/DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE
TIMELY DELIVERY.
2. SIGNATURE REQUIREMENTS.
INDIVIDUAL AND JOINT OWNERS. After carefully reading and completing the
Letter of Transmittal, in order to tender Units, Unitholder(s) must sign at
the "X" in the SIGNATURE BOX of the Letter of Transmittal. The signature(s)
must correspond exactly with the name printed (or corrected) on the front of
the Letter of Transmittal without any change whatsoever. If any Units are
registered in the names of two or more joint holders, all such holders must
sign the Letter of Transmittal. If the Letter of Transmittal is signed by
the registered holder of the Units and the payment is to be made directly to
that holder at its address on the front of the Letter of Transmittal, then
no signature guarantee is required on the Letter of Transmittal. However,
in all other cases, all signatures on the Letter of Transmittal must be
guaranteed by an Eligible Institution.
Similarly, if Units are held in an account of a member firm of a registered
national securities exchange, a member firm of the National Association of
Securities Dealers, Inc. or a commercial bank, savings bank, credit union,
savings and loan association or trust company having an office, branch or
agency in the United States, each an Eligible Institution, no signature
guarantee is required.
TRUSTEES, CORPORATIONS AND FIDUCIARIES. Trustees, executors,
administrators, guardians, attorneys-in-fact, officers of a corporation,
authorized partner of a partnership or other persons acting in a fiduciary
or representative capacity must sign at the "X" in the SIGNATURE BOX and
have their signatures guaranteed by an Eligible Institution, by completing
the Signature Guarantee set forth in the SIGNATURE BOX of the Letter of
Transmittal and must submit proper evidence satisfactory to the Purchaser
of their authority to so act. (SEE INSTRUCTION 3 HEREIN).
3. DOCUMENTATION REQUIREMENTS. In addition to information required to be
completed on the Letter of Transmittal, additional documentation may be
required by the Purchaser under certain circumstances including, but not
limited to those listed below. Questions on documentation should be
directed to The Herman Group, Inc. at (800) 992-6146, Project
Administration Department.
DECEASED OWNER (JOINT TENANT) - Certified Copy of Death
Certificate.
DECEASED OWNER (OTHERS) - Certified Copy of Death
Certificate. (See also
Executor/Administrator/Guardian
below).
EXECUTOR/ADMINISTRATOR/GUARDIAN - (I) Certified Copies of court
Appointment Documents for Executor
or Administrator dated within 60
days; and
(ii) a copy of applicable
provisions of the Will
(Title Page, Executor(s)'
powers, asset distribution);
OR
(iii) Certified copy of Estate
distribution documents.
ATTORNEY-IN-FACT - Current Power of Attorney.
CORPORATIONS/PARTNERSHIPS - Certified copy of Corporate
Resolution(s), (with raised
corporate seal), or other evidence
of authority to act. Partnerships
should furnish copy of Partnership
Agreement.
TRUST/PENSION PLANS - Copy of cover page of the Trust or
Pension Plan, along with copy of
the section(s)setting forth names
and powers of Trustee(s) and any
amendments to such sections or
appointment of Successor
Trustee(s).
4. TAX CERTIFICATIONS. Unitholders tendering Units to the Purchaser
pursuant to the Offer must furnish the Purchaser with his, her or its
Taxpayer Identification Number ("TIN") in the SIGNATURE BOX and certify
under penalties of perjury, the representations in Boxes A, B and, if
applicable, Box C.
U.S. PERSONS. A Unitholder who or which is a United States citizen OR a
resident alien individual, a domestic corporation, a domestic partnership, a
domestic trust or a domestic estate (collectively, "U.S. Persons") as those
terms are defined in the Internal Revenue Code and Income Tax Regulations,
should follow the instructions below with respect to certifying Boxes A and
B (on the reverse side of the Letter of Transmittal).
BOX A - Substitute Form W-9. Part (I), Taxpayer Identification Number -
The person signing this Letter of Transmittal must provide to the Purchaser
in the blank provided for that purpose in the SIGNATURE BOX of t he Letter
of Transmittal, the Unitholder's correct TIN and certify its correctness as
provided in the SIGNATURE BOX, under penalties of perjury. If a correct TIN
is not provided, penalties may be imposed by the Internal Revenue Service
("IRS"), in addition to the Unitholder's being subject to Backup
Withholding. Part (ii), Backup Withholding - In order to avoid 31% federal
income tax Backup Withholding, the person signing this Letter of Transmittal
must certify, under penalties of perjury, that such Unitholder is not
subject to Backup Withholding. Certain Unitholders (including, among others,
all Corporations and certain exempt non-profit organizations) are not
subject to Backup Withholding. Backup Withholding is not an additional tax.
If withholding results in an overpayment of taxes, a refund may be obtained
from the IRS. DO NOT CHECK THE BOX IN BOX A, PART (II), UNLESS YOU HAVE
BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING.
WHEN DETERMINING THE TIN TO BE FURNISHED, PLEASE REFER TO THE FOLLOWING NOTE
AS A GUIDELINE:
INDIVIDUAL ACCOUNTS should reflect their own TIN. JOINT ACCOUNTS should
reflect the TIN of the person whose name appears first. TRUST ACCOUNTS
should reflect the TIN assigned to the Trust. IRA CUSTODIAL ACCOUNTS should
reflect the TIN of the custodian (not necessary to obtain). CUSTODIAL
ACCOUNTS FOR THE BENEFIT OF MINORS should reflect the TIN of the minor.
CORPORATIONS OR OTHER BUSINESS ENTITIES should reflect the TIN assigned to
that entity.
BOX B - FIRPTA Affidavit- Section 1445 of the Internal Revenue Code requires
that Unitholders transferring interests in partnerships with real estate
assets meeting certain criteria, certify under penalty of perjury, the
representations made in Box B, or be subject to withholding of tax equal to
10% of the Purchase Price for Units purchased. Tax withheld under
Section1445 of the Internal Revenue Code is not an additional tax. If
withholding results in an overpayment of tax, a refund may be obtained from
the IRS. NOTE(S): BOX B, PART (I) SHOULD BE CHECKED ONLY IF THE UNITHOLDER
IS NOT A U.S. PERSON, AS DESCRIBED THEREIN. CORPORATIONS SHOULD INSERT THE
JURISDICTION OF INCORPORATION IN THE BLANK IN PART (III).
BOX C - Foreign Persons- In order for a Unitholder, who is a Foreign Person
(i.e., not a U.S. Person as defined above) to qualify as exempt from 31%
Backup Withholding, the person signing this Letter of Transmittal must
certify, under penalties of perjury, the statement in BOX C of this Letter
of Transmittal attesting to the Foreign Unitholder's status by checking the
box preceding such statement. UNLESS THE BOX IS CHECKED, SUCH FOREIGN
UNITHOLDER WILL BE SUBJECT TO 31% WITHHOLDING OF TAX UNDER SECTION 1445 OF
THE CODE.
5. VALIDITY OF LETTER OF TRANSMITTAL - All questions as to the validity,
form, eligibility (including time of receipt) and acceptance of a Letter of
Transmittal will be determined by the Purchaser and such determination will
be final and binding. The Letter of Transmittal will not be valid until any
irregularities have been cured or waived. Neither the Purchaser nor The
Herman Group, Inc. is under any duty to give notification of defects in a
Letter of Transmittal and neither will incur liability for failure to give
such notification.
<PAGE> 1
NOTICE OF WITHDRAWAL
OF
PREVIOUSLY ASSIGNED LIMITED PARTNERSHIP INTERESTS
OF
ARVIDA/JMB PARTNERS, L.P.
TO
WALTON STREET CAPITAL ACQUISITION CO. III, L.L.C.
PURSUANT TO THE OFFER TO PURCHASE DATED JUNE 27, 1996
REGISTERED HOLDER(S):
(NOTE: NAMES MUST BE PRINTED EXACTLY AS PRINTED (OR CORRECTED) ON THE WALTON
STREET ACQUISITION LETTER OF ACCEPTANCE)
- -------------------------
- -------------------------
- -------------------------
- -------------------------
Instructions for Withdrawal
A written or facsimile transmission of a Notice of Withdrawal may be submitted
at any time prior to the Expiration Date (or any extensions thereof) to the
Information Agent/Depositary for the Walton Street Capital Acquisition Co. iii,
L.L.C Offer:
Trust Company of America
P.O. Box 3287
Englewood, CO 80155-9758
By Courier or Hand Delivery
7103 South Revere Parkway
Englewood, CO 80112
By Facsimile
(303) 705-6171
Confirm Receipt
(800) 797-6812
PLEASE REFER TO THE PROCEDURES FOR WITHDRAWAL SE FORTH IN "WITHDRAWAL RIGHTS"
IN THE OFFER TO PURCHASE
To: Trust Company of America
Ladies/Gentlemen:
Unless otherwise indicated in the box below, all units of limited
partnership interests (Interests") of Arvida/JMB Partners, L.P. which were
previously tendered pursuant to the Walton Street Capital Acquisition Co. III,
L.L.C. Offer to Purchase dated June 27, 1996, are hereby withdrawn.
-------------------
NUMBER OF INTERESTS
BEING WITHDRAWN
-------------------
REGISTERED OWNER(S) SIGNATURE BOX
(All Owners Must Sign)
If tendered by the Registered Owners listed above, please sign exactly as your
name(s) is/are printed (or corrected) above. For joint owners, each joint
owner must sign.
X
---------------------------------------
(Signature of Owner) (Date)
X
---------------------------------------
(Signature of Owner) (Date)
FIDUCIARY INFORMATION BOX
Complete this box only if signing as a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in
a fiduciary or representative capacity. Note: The signatures of the persons
signing this Withdrawal Notice must be the same as those signing the Letter of
Acceptance previously submitted in every respect, including signature
guarantees if required.
Name(s) and Capacity
-----------------------------
-----------------------------
Address:
-----------------------------
City, State, Zip
-----------------------------
Signature Guarantee:
-----------------------------
<PAGE> 1
PALM BEACH DAILY BUSINESS REVIEW Vol. 42 No. 188-$1.00
Tuesday, May 21, 1996
ARVIDA UNIT'S MISERY NEARS END
Investors hurt most as lender to get $45M from land sales
By Mike Vogel
Review Staff
A real estate partnership affiliated with the Arvida Co. of Boca Raton
has found buyers for its two largest properties as it nears the end of a $234
million investor catastrophe.
Arvida/JMB Partners II, known as Arvida II, will turn over $45.3
million in proceeds from the land sales to its lender, Bank of America.
Investors get nothing.
The investors, many of them in South Florida, bought partnership units
at $1,000 each in 1989, rasing a total of $234 million, in hopes of
double-digit annual returns. Instead, they have recovered less than 6 cents on
the dollar of their original investment, including proceeds from a class action
settlement in 1993.
Arvida II said in a filing last week with the U.S. Securities and
Exchange Commission that it will dispose of its remaining assets this year but
expects to pay no further distributions -- the real estate partnership
equivalent of a dividend -- to investors.
Meanwhile, quarterly profits for an Arvida partnership that is
developing Weston in Broward County fell 58 percent over the same period last
year, to $6 million.
That partnership, known as Arvida I, paid its limited partners a
distribution of $25.79 per unit this quarter. But, after nine years,
investors' per unit distributions total only $365.63 -- not even the return of
their capital, let alone a gain -- and by now a number of Arvida I's properties
are midway through their build out. Arvida I was formed in 1987.
The question for Arvida I investors is whether the partnership will
run out of property to sell before they can recoup their capital and make, at
best, a modest profit.
Weston is in the middle stage of its development, as are projects in
Longboat Key, Tampa, Jacksonville, Atlanta and Highlands, N.C. But two other
developments, in Atlanta and Jacksonville, nearly are finished and Broken
Sound, a high-end project in Boca Raton, was completed last year. The more
expensive Broken Sound meant higher profits margins for Arvida limited
partners. With that project done, Arvida I said in its SEC filing it expects
future margins to be lower.
<PAGE> 2
"Future revenues will be impacted to the extent that there are lower
levels of inventories available for sale as these communities approach or
undertake their final phases," Arvida I said it is filing.
Investors expected their capital to be returned through annual
distributions to them in the partnerships' early years with the big pay-off
coming in the later years. Arvida officials, in 1989, had projected Arvida I
to last 10 to 15 years. At that time, they pointed to a 13 percent one-year
return from Arvida I and to JMB investments that had returned two- and
three-fold to investors.
Arvida Co. president James Motta didn't return phone calls. Arvida
Co. manages the two partnerships.
For the quarter, Arvida I sold 255 houses, 46 home lots and its 20
percent interest in a California project.
That's off from the first quarter of 1995, when it sold 283 houses, 68
building lots and 22 undeveloped acres.
Sales of high-end residential lots in Weston slowed in the quarter.
Exacerbating the slowdown in lot sales was a dwindling inventory of lower-end
lots as several products within Weston neared close-out, the partnership said.
Arvida I's backlog -- contracts signed but not closed, a key indicator
of future performance -- also fell. As of March 31, it had contracts for 847
homes, 33 homesites and 36 developed and undeveloped acres, down from last
year's 981 homes, 104 homesites and 50 developed and undeveloped acres as well
as an office building in Boca Raton.
Arvida I's failing cousin, Arvida II, had little home sale activity
in the quarter as it moved toward liquidation. Arvida II, whose major holdings
remain in the Orlando area and California, sold only one house and 12 homesites
in the first quarter and had contracts for only six other homesites.
Arvida II, which developed part of Palm Beach Polo & Country Club
before turning it back in lieu of foreclosure in 1993, stumbled by putting half
its assets in a doomed California project, and by its own high overhead and
management missteps.
Arvida II defaulted on a major loan in 1994 and has been under lender
pressure to liquidate since then. At its lender's direction, it wants to wrap
up the sale of its remaining assets by July 31.
8
<PAGE> 3
In March, Arvida II reached agreement to sell Talega in Orange County,
Calif., and Heathrow in Seminole County near Orlando.
Talega, a 2,290-acre development, is being purchased for $25 million,
and the assumption of $62 million in bond debt, by Seagate at San Clemente, an
offshoot of Phillips Development Co. of Irvine, Calif. Seagate plans houses,
and commercial development on the site. Phillips Development was a partner in
the entity that sold Talega to Arvida II.
Phillips didn't return phone calls.
Heathrow, its cable system, an office building and other property is
being purchased for $20.3 million by an entity affiliated with George
Apostolicas, president of Apostolicas Properties in Tampa.
Apostolicas didn't return phone calls. Heathrow includes 500
residential lots and eight model homes.
ARVIDA'S PERFORMANCE
THE FINANCIAL PERFORMANCE OF THE TWO ARVIDA REAL ESTATE
PARTNERSHIPS FOR THE QUARTER ENDED MARCH 31.
<TABLE>
<CAPTION>
==================================================================================================================
1996 1995
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
ARVIDA/JMB PARTNERS
(Arvida I, 404,000 limited partnership interests)
- ------------------------------------------------------------------------------------------------------------------
REVENUES $ 80.6 M $ 76.0 M
- ------------------------------------------------------------------------------------------------------------------
PROFIT 6.0 M $ 14.2 M
- ------------------------------------------------------------------------------------------------------------------
PROFIT PER PARTNERSHIP UNIT $ 13.68 $ 28.74
- ------------------------------------------------------------------------------------------------------------------
ASSETS $ 353.5 M $ 366.4 M
- ------------------------------------------------------------------------------------------------------------------
LIABILITIES $ 125.8 M $ 33.8 M
- ------------------------------------------------------------------------------------------------------------------
ARVIDA/JMB PARTNERS II
(Arvida II, 234,428 limited partnership interests)
- ------------------------------------------------------------------------------------------------------------------
REVENUES $ 2.8 M $ 7.1 M
- ------------------------------------------------------------------------------------------------------------------
PROFIT (LOSS) $ (51) M ($ 5.8 M)
- ------------------------------------------------------------------------------------------------------------------
PROFIT (LOSS) PER PARTNERSHIP UNIT $ 15.61 M ($16.44)
- ------------------------------------------------------------------------------------------------------------------
ASSETS $ 22.2 M $ 24.2 M
- ------------------------------------------------------------------------------------------------------------------
LIABILITIES $ 152.1M $ 149.0 M
==================================================================================================================
</TABLE>
Source: Arvida/JMB Partners and Arvida/JMB Partners II quarterly filings with
ties and Exchange Commission
9
<PAGE> 4
Mike Vogel is a staff writer for the Broward Daily Business Review. This
article is reprinted with permission from the 5/21/96 issue of the Palm Beach
Daily Business Review (C) 1996 Daily Business Review.
10
<PAGE> 1
July 10, 1996
Jericho, New York
FOR IMMEDIATE RELEASE....
Raleigh Capital Associates L.P. has announced that the purchase price in
its offer to purchase outstanding limited partnership interests of Arvida/JMB
Partners, L.P. has been increased to $435 per Unit. Unitholders who have
tendered their Units to Raleigh will automatically receive the benefit of the
increased purchase price and need not take any futher action. Raleigh's
purchase price is $15 higher than the June 28, 1996 offer to purchase Units by
Walton Street Capital Acquistiion Co. III. L.L.C.
Raleigh's offer has also been extended and is now scheduled to expire at
12:00 Midnight, New York City time, on July 23, 1996.
For additional information, contact The Herman Group, Inc., the
Information Agent for Raleigh's Offer, at 800-992-6146.
