<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
----------------------------------------
(AMENDMENT NO. 2)
ARVIDA/JMB PARTNERS, L.P.
(NAME OF SUBJECT COMPANY)
ARVIDA/JMB PARTNERS, L.P.
(NAME OF PERSON FILING STATEMENT)
Limited Partnership Interests
and Assignee Interests Therein
(TITLE OF CLASS OF SECURITIES)
NONE
----
(CUSIP NUMBERS OF CLASSES OF SECURITIES)
----------------------------------------
Gary Nickele
ARVIDA/JMB MANAGERS, INC.
900 North Michigan Avenue
Chicago, Illinois 60611
(312) 440-4800
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
Copy to:
Michael H. Kerr, P.C.
KIRKLAND & ELLIS
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2094
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<PAGE>
This Amendment amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Statement") filed by Arvida/JMB Partners, L.P.
(the "Partnership"), on July 3, 1996, as previously amended by Amendment No. 1
filed on July 12, 1996. Unless otherwise indicated, capitalized terms used
herein have the same meanings as set forth in the originally filed Statement, as
previously amended.
ITEM 2. TENDER OFFER OF THE BIDDER
Item 2 of the Statement is amended to add the following information:
Raleigh, by Amendment Nos. 4, 5, 6 and 7 to the Raleigh Schedule 14D-
1, dated July 16, 1996, July 17, 1996, July 19, 1996 and July 23, 1996,
respectively, amended the Raleigh Offer (as so amended, the "Amended Raleigh
Offer") to, among other things, add Raleigh GP Corp., Rockland Partners, Inc.
("Rockland") and Zephyr Partners ("Zephyr") as co-bidders and to increase the
purchase price under the Raleigh Offer to $461 per Interest, net to the seller
in cash, without interest, upon the terms and conditions set forth in the
Amended Raleigh Offer. By press release dated July 19, 1996, Raleigh extended
the expiration date under the Amended Raleigh Offer to 12:00 Midnight, New York
City time, on August 1, 1996.
ITEM 3. IDENTITY AND BACKGROUND
Item 3(b)(2) of the Statement is amended to add the following
information under the heading "Raleigh":
Raleigh
-------
The Amended Raleigh Offer adds Raleigh GP Corp., a general partner of
Raleigh, and Rockland, which was admitted as a general partner of Raleigh, as a
co-bidders. Reference is made to the Statement as amended by Amendment No. 1
for a description of material contracts, agreements, arrangements and
understandings and actual or potential material conflicts of interest between
the Partnership, Managers and their respective affiliates, on the one hand, and
Rockland and its respective affiliates, on the other hand.
The Amended Raleigh Offer also adds Zephyr, which was admitted on July
23, 1996 as a general partner of Raleigh, as a co-bidder. In addition to
admitting Zephyr as a general partner, Raleigh also admitted an affiliate of
Zephyr, Boreas Partners, L.P. ("Boreas"), as a limited partner of Raleigh. The
Amended Raleigh Offer describes Zephyr as a newly-formed general partnership,
the general partners of which are GP Aeolus Inc. and AREHGP Inc. It further
describes Carl C. Ichan as the controlling shareholder of both GP Aeolus Inc.
and American Property Investors Inc., which is the general partner of a limited
partnership which owns all of the stock of AREHGP Inc.
Boreas, on July 18, 1996, had previously commenced a tender offer to
purchase up to 185,000 Interests in the Partnership at a price of $460 per
Interest (the "Boreas Offer"). Boreas terminated and withdrew the Boreas Offer
on July 23, 1996 in conjunction with Zephyr and Boreas joining the Raleigh Offer
by becoming a general partner and a limited partner, respectively, of Raleigh.
Reference is made to Item 7 below regarding certain letter agreements
between the Partnership and each of Raleigh and an affiliate of Zephyr and
Boreas regarding the furnishing of lists of Interestholders.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4 of the Statement is amended to add the following information:
Following the Partnership's receipt of the Amended Raleigh Offer, the
Special Committee of the Board of Directors of Managers met with its financial
and legal advisors to review and consider such Offer. Based on its analysis and
its consultation with its advisors, the Special Committee has determined that
with respect to Interestholders who have no current or anticipated need for
liquidity and who expect to retain the Interests through an anticipated orderly
liquidation of the Partnership by October, 2002, the Amended Raleigh Offer is
inadequate and not in the best interests of such Interestholders. Accordingly,
the Partnership recommends that such Interestholders reject such Offer and not
tender their Interests. With respect to all other Interestholders, the Special
Committee is expressing no opinion and remains neutral.
1
<PAGE>
The Special Committee reached such conclusion after considering a
variety of factors, including those set forth under Item 4 of the Statement as
originally filed, as well as a letter dated July 22, 1996 from Lehman in which
Lehman reaffirmed the Lehman Estimated Liquidation Value and expressed its
opinion that the consideration offered in the Amended Raleigh Offer is
inadequate from a financial point of view to the Interestholders as a class as
compared to the Lehman Estimated Liquidation Value. However, because the
decision of each individual Interestholder as to whether to accept the
consideration offered pursuant to the Amended Raleigh Offer may be based to a
significant extent on such holder's current or anticipated need for liquidity,
Lehman was not requested to, and did not, render any opinion as to the adequacy,
from a financial point of view, of the consideration offered in the Amended
Raleigh Offer to any particular Interestholder who has an immediate need or
desire for liquidity or any particular Interestholder who anticipates a need for
liquidity prior to October, 2002. It should also be noted that the Lehman
Estimated Liquidation Value does not represent an estimate by Lehman of the fair
market value of an Interest. A copy of such letter is filed as Exhibit (c)(7)
hereto.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
On July 18, 1996, BSS Capital II, L.L.C. ("BSS") an unaffiliated third
party, signed a confidentiality agreement with the Partnership pursuant to which
BSS is entitled, among other things, to receive certain non-public information
concerning the Partnership and, in return, BSS agreed, among other things, to
treat such information as confidential in accordance with the terms of such
agreement, and to take or abstain from taking certain actions including agreeing
that for a period of two years from the date of such agreement not to acquire
any Interests other than pursuant to offers made in compliance with the
requirements of Regulations 14D and 14E of the Exchange Act. In addition, the
Partnership, at the request of two other unaffiliated third parties, furnished a
form of confidentiality agreement to such parties, but to date the Partnership
has not received back a signed agreement from either of such parties.
Managers has, from time to time, received expressions of interest from
certain parties (including BSS) regarding possible transactions, such as a
refinancing, sale-leaseback or recapitalization, as well as potential offers to
acquire Interests in the Partnership. These expressions of interest have been
preliminary in nature and, accordingly, there can be no assurance that any such
offers or transactions will be made or consummated.
In a letter dated July 17, 1996, from Raleigh to the Partnership,
Raleigh expressed its belief that the Partnership is not permitted under
applicable federal securities laws and its duties to Interestholders to
recommend against acceptance of the Raleigh Offer in the case of Interestholders
having no present or anticipated need for liquidity while making no
recommendation as to other Interestholders, and requested that the Partnership
require Lehman to provide a valuation of the Interests on a current fair market
value basis (rather than a liquidation value basis) and that the Partnership
take a position with respect to Interestholders desiring liquidity. In a letter
to Raleigh dated July 19, 1996, the Partnership responded that it disagreed with
Raleigh's views regarding the federal securities laws and the Partnership's
responsibilities, noting that the Interests were not designed as, and have never
been represented by the Partnership to be, a liquid investment and that to value
the Interests on a different basis would result in a misleading assessment of
what the Interests are really worth. In a letter to the Partnership dated July
22, 1996, Raleigh reiterated its position expressed in its earlier letter.
In a letter to the Partnership dated July 16, 1996, an affiliate of
Raleigh demanded that the Partnership furnish it with a list of Interestholders.
In connection with furnishing such list to Raleigh, the Partnership entered into
an agreement, dated July 18, 1996, with Raleigh pursuant to which Raleigh agreed
that such list would be used solely for the purpose of making a tender offer for
Interests in compliance with the requirements of the Securities Exchange Act
("the Specified Purpose") and would not be furnished to any person other than
affiliates and representatives of Raleigh for use solely for the Specified
Purpose. Longacre Corp., an affiliate of Zephyr and Boreas, had previously
requested and received a list of Interestholders in connection with which it
entered into a similar agreement with the Partnership, as described in the
Partnership's originally filed Statement.
2
<PAGE>
Item 9. Material to be Filed as Exhibits
Item 9 of the Statement is amended to add the following Exhibits:
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
(a)(3) Letter, dated July 24, 1996, from Arvida/JMB Partners, L.P. to its Limited Partners
(c)(7) Letter, dated July 22, 1996, from Lehman Brothers Inc. addressed to the Special Committee
(c)(8) Letter, dated July 17, 1996, from Raleigh Capital Associates, L.P. to the Partnership
(c)(9) Letter, dated July 19, 1996, from the Partnership to Raleigh Capital Associates, L.P.
(c)(10) Letter, dated July 22, 1996, from Raleigh Capital Associates, L.P. to the Partnership
(c)(11) Letter, dated July 16, 1996, from Vanderbilt Income & Growth Associates, L.L.C., an
affiliate of Raleigh Capital Associates L.P., to the Partnership demanding a list of
Interestholders
(c)(12) Letter, dated July 18, 1996, from the Partnership to Raleigh Capital Associates, L.P.
regarding furnishing a list of Interestholders to Raleigh
(c)(13) Letter, dated June 21, 1996, from Longacre Corp. to the Partnership demanding a list of
Interestholders
(c)(14) Letter, dated June 27, 1996, from the Partnership to Longacre Corp. regarding furnishing
a list of Interestholders to Longacre Corp.
</TABLE>
SIGNATURE
After reasonable 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 24, 1996
ARVIDA/JMB PARTNERS, L.P.
By: Arvida/JMB Managers, Inc.,
-------------------------------------
General Partner of the Partnership
By: /s/ Judd D. Malkin
-------------------------------------
Name: Judd D. Malkin
Title: Chairman
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page No.
- -------------- ----------- --------
<C> <S> <C>
(a)(3) Letter, dated July 24, 1996, from Arvida/JMB Partners, L.P. to its
Limited Partners
(c)(7) Letter, dated July 22, 1996, from Lehman Brothers Inc. addressed to
the Special Committee
(c)(8) Letter, dated July 17, 1996, from Raleigh Capital Associates, L.P. to
the Partnership
(c)(9) Letter, dated July 19, 1996, from the Partnership to Raleigh Capital
Associates, L.P.
(c)(10) Letter, dated July 22, 1996, from Raleigh Capital Associates, L.P. to
the Partnership
(c)(11) Letter, dated July 16, 1996, from Vanderbilt Income & Growth
Associates, L.L.C., an affiliate of Raleigh Capital Associates L.P., to
the Partnership demanding a list of Interestholders
(c)(12) Letter, dated July 18, 1996, from the Partnership to Raleigh Capital
Associates, L.P. regarding furnishing a list of Interestholders to
Raleigh
(c)(13) Letter, dated June 21, 1996, from Longacre Corp. to the Partnership
demanding a list of Interestholders
(c)(14) Letter, dated June 27, 1996, from the Partnership to Longacre Corp.
regarding furnishing a list of Interestholders to Longacre Corp.
</TABLE>
4
<PAGE>
Exhibit (a)(3)
ARVIDA/JMB PARTNERS, L.P.
900 North Michigan Avenue
Chicago, Illinois 60611
312-440-4800
July 24, 1996
Dear Limited Partners:
Since our July 12, 1996 letter to you regarding the unsolicited offers
(collectively and as amended to date, the "Offers") made by Raleigh Capital
Associates L.P. ("Raleigh") and Walton Street Capital Acquisition Co. III,
L.L.C. ("Walton") to acquire interests and assignee interests ("Interests") in
Arvida/JMB Partners, L.P. (the "Partnership"), Raleigh further amended its Offer
to increase the purchase price from $435 per Interest to $461 per Interest, net
to the seller in cash (the "Amended Raleigh Offer"). As more fully discussed
below, the Special Committee (the "Special Committee") of the Board of Directors
of Arvida/JMB Managers, Inc., the general partner of the Partnership
("Managers"), has determined that THE AMENDED RALEIGH OFFER IS INADEQUATE AND
NOT IN THE BEST INTERESTS OF INTERESTHOLDERS WHO HAVE THE EXPECTATION OF
RETAINING THE INTERESTS THROUGH AN ANTICIPATED ORDERLY LIQUIDATION OF THE
PARTNERSHIP'S ASSETS.
As stated in our letter to you on July 3, 1996, the Special Committee has
retained the services of Lehman Brothers Inc. ("Lehman") as its financial
advisor and has directed Lehman to render (a) its estimate of the present
discounted value (the "Lehman Estimated Liquidation Value") of an Interest based
on the assumption that the Partnership commences an orderly liquidation in
October 1997 and completes the liquidation by October 2002 (the "Assumed
Liquidation"), and (b) its opinion as to the adequacy, from a financial point of
view, to the holders of Interests as a class, of the consideration offered in
any offer to acquire Interests (including the Offers), as compared to the Lehman
Estimated Liquidation Value. BY LETTER DATED JULY 2, 1996, LEHMAN ADVISED THE
SPECIAL COMMITTEE THAT THE LEHMAN ESTIMATED LIQUIDATION VALUE AS OF SUCH DATE
WAS A RANGE OF $565 TO $610 PER INTEREST. SUCH VALUE REPRESENTS LEHMAN'S
ESTIMATE OF THE GROSS CASH DISTRIBUTIONS THAT AN INTERESTHOLDER WOULD RECEIVE
OVER THE ASSUMED LIQUIDATION PERIOD, DISCOUNTED TO REFLECT THE PRESENT VALUE OF
SUCH DISTRIBUTIONS.
. Following receipt of the Amended Raleigh Offer, on July 24, 1996, the
Special Committee met with its financial and legal advisors to review and
consider the Amended Raleigh Offer. Based upon its analysis and its
consultation with its advisors, the Special Committee has determined that
the Amended Raleigh Offer is inadequate and not in the best interests of
Interestholders who have the expectation of retaining the Interests through
an anticipated orderly liquidation of the Partnership's assets by October
31, 2002, and who have no current or anticipated need for liquidity.
Accordingly, the Special Committee recommends that such Interestholders
reject the Amended Raleigh Offer and not tender their Interests pursuant to
the Amended Raleigh Offer.
. By letter addressed to the Special Committee dated July 22, 1996, Lehman
reaffirmed that the Lehman Estimated Liquidation Value, as of such date, is
a range of $565 to $610 per Interest, and expressed its opinion that the
consideration offered in the Amended Raleigh Offer is inadequate from a
financial point of view to the Interestholders as a class as compared to
the Lehman Estimated Liquidation Value. As more fully discussed in the
Partnership's Schedule 14D-9 as amended by Amendments No. 1 and No. 2
thereto, Lehman's opinion does not address the adequacy of the Amended
Raleigh Offer with respect to Interestholders who have a present or
anticipated need for liquidity. It should be noted, however, that the
Lehman Estimated Liquidation Value does not represent an estimate by Lehman
of the fair market value of an Interest.
. The Special Committee does not express any opinion and remains neutral as
to the Amended Raleigh Offer with respect to any Interestholders other than
those who have the expectation of retaining the Interests through an
anticipated orderly liquidation of the Partnership's assets by
<PAGE>
October 31, 2002, and who have no current or anticipated need for
liquidity. It should be noted that because there is no established market
for the Interests, once the Offers have expired, the price for Interests
through privately negotiated sales and sales through intermediaries may be
substantially less than the purchase price under the Offers.
. RALEIGH'S CLAIM THAT MANAGERS REFUSES TO PROVIDE A VALUATION OF THE
INTERESTS IS UNTRUE. What Managers has refused to do is seek a "low ball"
valuation that Raleigh wants Interestholders to believe. We suggest that
Interestholders ask Raleigh the amount of profit that Raleigh ultimately
expects to realize as a result of its purchase of Interests. RALEIGH'S
ANTICIPATED RETURN FROM ITS PURCHASE OF INTERESTS PURSUANT TO THE AMENDED
RALEIGH OFFER WOULD BE IN EXCESS OF 22% COMPOUNDED ANNUALLY (based upon the
projected budgets of the Partnership as adjusted by Lehman in connection
with its determination of the Lehman Estimated Liquidation Value).
. Raleigh continues to compare its purchase price for Interests to an
estimated ERISA valuation of $294 per Interest as of September 30, 1995.
Managers never authorized this estimated ERISA valuation and had not even
seen or heard of the existence of such ERISA valuation until Raleigh
produced it in its tender offer documents filed with the Securities and
Exchange Commission. However, we note that the report containing this
estimated ERISA valuation states on page two thereof the following: "This
report should not be used for evaluating the potential of buying or selling
this investment [i.e., an Interest] or influencing or attempting to remove
the management of this investment." We suggest that Interestholders ask
Raleigh how it obtained this report and why Raleigh is using it contrary to
its terms.
YOU SHOULD CONSULT WITH YOUR PERSONAL TAX ADVISOR AND FINANCIAL CONSULTANT
PRIOR TO ACCEPTING ANY OFFER AND TENDING YOUR INTERESTS.
Under the terms of the Raleigh Offer, it cannot, until August 1, 1996,
purchase and pay for any Interests tendered prior to such times, and you may
withdraw Interests tendered to Raleigh at any time prior to 12:00 midnight on
August 1, 1996. IF YOU WISH TO RETAIN YOUR INTERESTS AND YOU HAVE NOT ALREADY
TENDERED YOUR INTERESTS PURSUANT TO ANY OFFER, YOU NEED NOT TAKE ANY ACTION
REGARDING THE OFFERS.
In arriving at the recommendations, the Special Committee gave careful
consideration to a number of business, financial and other factors described in
the Partnership's Schedule 14D-9, as amended by the Amendment No. 1 thereto and
the enclosed Amendment No. 2 thereto and filed with the Securities and Exchange
Commission. The opinion letter of Lehman dated July 22, 1996, is enclosed with
Amendment No. 2 to the Partnership's Schedule 14D-9. INTERESTHOLDERS ARE URGED
TO READ CAREFULLY THE PARTNERSHIP'S SCHEDULE 14D-9, AS AMENDED BY AMENDMENT NO.
1 AND AMENDMENT NO. 2 THERETO.
On behalf of the Special Committee.
Very truly yours,
ARVIDA/JMB PARTNERS, L.P.
By: ARVIDA/JMB MANAGERS, INC.
General Partner
By:
Judd D. Malkin
Chairman
<PAGE>
LEHMAN BROTHERS
Exhibit (c)(7)
July 22, 1996
Special Committee of the Board of Directors
Arvida/JMB Manager, Inc.
900 North Michigan Avenue
Chicago, IL 60611-1575
Members of the Board:
We understand that the unsolicited tender offer commenced by Raleigh Capital
Associates, L.P. ("Raleigh") to purchase up to 185,000 units of limited
partnership interest ("Units") (46% of the outstanding Units) in Arvida/JMB
Partners, L.P. (the "Partnership") at a cash purchase price of $421 per Unit and
which was previously amended to increase the purchase to $435 per Unit, has been
further amended to increase the purchase price to $461 per Unit in cash (as
amended, the "Raleigh Offer"). The terms and conditions of the Raleigh Offer,
as amended, are set forth in more detail in the Offer to Purchase relating
thereto dated June 19, 1996, as supplemented and amended by Amendment No. 1
thereto dated June 28, 1996, Amendment No. 2 thereto dated July 1, 1996,
Amendment No. 3 thereto dated July 10, 1996 and Amendment No. 4 thereto dated
July 16, 1996, Amendment No. 5 thereto dated July 17, 1996 and Amendment No. 6
thereto dated July 19, 1996 (as amended, the "Raleigh Offer to Purchase").
We further understand that Boreas Partners, L.P. has commenced an unsolicited
tender offer to purchase up to 185,000 Units at a purchase price of $460 per
Unit in cash (the "Boreas Offer"). The terms and conditions of the Boreas Offer
are set forth in more detail in the Offer to Purchase relating thereto date July
18, 1996 (the "Boreas Offer to Purchase").
We have been requested by the special committee of the Board of Directors (the
"Special Committee") of Arvida/JMB Managers, Inc., in its capacity as general
partner of the Partnership (the "General Partner"), to render: (i) our estimate
as to the hypothetical liquidation value (the "Hypothetical Liquidation Value")
of a Unit based on the assumption that the Partnership commences a theoretical
orderly liquidation of the Partnership's assets in October 1997 and completes
that liquidation by the year 2002 (the "Liquidation"); and (ii) our opinion as
to the adequacy, from a financial point of view, to the holders of the Units as
a class, of the consideration offered to such holders in the Raleigh Offer and
the Boreas Offer as compared to the Hypothetical Liquidation Value. However,
because the decision of each individual holder of Units as to whether to accept
the consideration offered pursuant to the Raleigh Offer or the Boreas Offer may
be based
<PAGE>
Note: This is P.2 of Exhibit (c)(7)
Arvida/JMB Managers, Inc.
July 22, 1996
Page 2
to a significant extent on such holder's current or anticipated need or desire
for liquidity, we have not been requested to opine as to, and our opinion does
not in any manner address, the adequacy, from a financial point of view, of such
consideration to any particular holder of the Units who has an immediate need or
desire for liquidity or any particular holder of the Units who anticipates a
need for liquidity prior to 2002.
In arriving at our opinion, we reviewed and analyzed:
(i) the Raleigh Offer to Purchase and the specific terms and conditions
of the Raleigh Offer;
(ii) the Boreas Offer to Purchase and the specific terms and conditions of
the Boreas Offer;
(iii) publicly available information regarding the Partnership set forth in
the Partnership's Form 10-Q for the quarter ended March 31, 1996 and Form
10-K for the year ended December 31, 1995;
(iv) financial and operating information with respect to the business,
operations and prospects of the Partnership furnished to us by the
Partnership;
(v) independent appraisals, market studies and other information
regarding certain of the Partnership's assets furnished to us by the
Partnership or obtained from third parties; and
(vi) a comparison of the financial terms of the Raleigh Offer and the
Boreas Offer with the results of the analysis of the Hypothetical
Liquidation Value performed by us as described below.
In addition, we have had discussions with the management of the Partnership and
the General Partner concerning the Partnership's business, operations, assets,
financial condition and prospects and undertook such other studies, analyses and
investigations as we deemed appropriate.
We have assumed and relied upon the accuracy and completeness of the financial
and other information used by us in arriving at our opinion without assuming
responsibility for the independent verification of such information and have
further relied upon the assurances of management of the Partnership and the
General Partner that they are not aware of any facts that would make such
information inaccurate or misleading in any material respect. With respect to
the financial projections of the Partnership, we have assumed that such
projections have been reasonably prepared on a basis reflecting the best
currently available estimates and judgments of the management of the Partnership
as
<PAGE>
Arvida/JMB Managers, Inc.
July 22, 1996
Page 3
to the future financial performance of the Partnership. However, for purposes
of our analysis, and based upon our review of certain independent market data,
we also utilized certain somewhat more conservative assumptions and estimates
which resulted in certain adjustments to the Partnership's projections. In
arriving at our opinion, we have not conducted a physical inspection of the
Partnership's properties, but have obtained and reviewed existing independent
appraisals and market studies of certain of the assets of the Partnership. Our
opinion is necessarily based upon market, economic and other conditions as they
exist on, and can be evaluated as of, the date of this letter.
You have advised us that, based on current circumstances, the members of the
Special Committee currently intend to commence an orderly liquidation of the
Partnership's assets in October 1997 and complete that liquidation by 2002.
Accordingly, at your direction, the only valuation analysis we have performed is
a discounted cash flow analysis applied to the cash distributions to be received
by the limited partners in the Partnership based on the financial projections
referred to in the preceding paragraph and the assumption that the Partnership
commences and completes the Liquidation as described above. The projected cash
distributions to limited partners are based on a series of important assumptions
underlying such financial projections, including assumptions as to the prices
and other terms for which the Partnership's assets can be sold and the timing of
those sales. Many of these assumptions are beyond the control of the
Partnership and may or may not prove to be correct. Based solely on this
limited valuation methodology, we have estimated a Hypothetical Liquidation
Value of $565 to $610 per Unit.
Based on the limited valuation methodology discussed above, and subject to the
assumptions, limitations and other considerations referred to herein, we are of
the opinion that, as of the date hereof, the consideration offered to the
holders of the Units in each of the Raleigh Offer and the Boreas Offer is
inadequate, from a financial point of view, to the holders of the Units as a
class as compared to the Hypothetical Liquidation Value. However, as mentioned
above, we express no opinion as to the adequacy, from a financial point of view,
of the consideration offered in the Raleigh Offer or the Boreas Offer to any
particular holder of the Units who has an immediate need or desire for liquidity
or any particular holder of the Units who anticipates a need for liquidity prior
to 2002.
Because, in the future, other alternative strategies may be selected by the
General Partner for realizing the value of the Partnership's assets, our
analysis described herein cannot and does not take into account the potential
value of the Units if other strategies are employed.
We have acted as financial advisor to the Partnership in connection with the
Raleigh Offer and the Boreas Offer and will receive a fee for our services a
portion of which may be dependent upon the price at which a tender offer for the
Units is consummated. In addition, the Partnership has agreed to indemnify us
for certain liabilities that might arise
<PAGE>
Arvida/JMB Managers, Inc.
July 22, 1996
Page 4
out of the rendering of this opinion. We also have performed various investment
banking services for affiliates of the Partnership and the General Partner in
the past and have received customary fees for such services.
This opinion is for the use and benefit of the Board of Directors of the General
Partner. This opinion is not intended to be and does not constitute a
recommendation to any limited partner of the Partnership as to whether or not to
accept the consideration offered for the Units in the Raleigh Offer or the
Boreas Offer, whether as a means to liquidate such limited partner's interest in
the Units or otherwise.
Very truly yours,
LEHMAN BROTHERS
/s/ Robert C. Lieber
- --------------------
Managing Director
<PAGE>
Exhibit (c)(8)
RALEIGH CAPITAL ASSOCIATES L.P.
100 JERICHO QUADRANGLE, SUITE 214
JERICHO, NEW YORK 11753-2717
July 17, 1996
VIA FACSIMILE/FEDERAL EXPRESS
- -----------------------------
Arvida/JMB Managers, Inc.
as General Partner of
Arvida/JMB Partners, L.P.
900 North Michigan Avenue
Chicago, Illinois 60611
Gentlemen:
We are currently evaluating whether to increase our offer for Units of
Arvida/JMB Partners, L.P. (the "Partnership"). As part of our evaluation we
believe it is important that all Unitholders be apprised of the position of the
Partnership with respect to the various pending offers for Units.
To date, the Partnership in its filings on Schedule 14D-9 has drawn what we
believe to be an artificial distinction by recommending that Unitholders who
have no need for liquidity reject the various tender offers while at the same
time expressing no opinion with respect to all other Unitholders including those
desiring liquidity, which our current offer obviously provides. We believe that
such a distinction is contrary to the requirements of Schedule 14D-9. If the
Partnership is making a recommendation with respect to an offer, it has an
obligation to make a recommendation to all Unitholders. It cannot avoid its
legal obligation by creating a distinction that has no basis under state law or
the provisions of the Williams Act. Having recommended that certain Unitholders
reject the pending offers, the Partnership cannot abrogate its legal
responsibility by expressing no opinion with respect to all other Unitholders.
We believe that it is incumbent upon the Partnership to require that its
investment banker Lehman Brothers provide a valuation of the Units on a current
fair market value basis (rather than on a liquidation value basis) in order that
those Unitholders desiring liquidity be appropriately informed in making an
investment decision and the Partnership take a position with respect thereto.
Accordingly, we hereby request that the Partnership promptly communicate
with all Unitholders and clearly set forth its recommendation on the pending
offers.
Sincerely,
RALEIGH CAPITAL ASSOCIATES L.P.
By: Raleigh GP Corp., General Partner
By: /s/ Peter Braverman
-------------------
Peter Braverman
Vice President
<PAGE>
Exhibit (c)(9)
ARVIDA/JMB PARTNERS, L.P.
900 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60611
July 19, 1996
Via Fax and Airborne
- --------------------
Raleigh Capital Associates, L.P.
100 Jericho Quadrangle
Jericho, New York 11735-2717
Gentlemen:
This is in response to your letter of July 17, 1996. We do not agree with
your professed views regarding the Partnership's responsibilities. Neither
fiduciary duties nor the Williams Act requires the Partnership to act in a way
that would provide an advantage to you at the expense of the limited partners.
We understand why you would prefer that we respond to your offer
differently than we have, but we will not accept your suggestion that we provide
Interestholders with not only different views than we hold but less information
about those views than we have already provided. We believe that such a response
would mislead them about your offer.
Your demand for the Partnership's opinion about the "current fair market
value" of an Interest fundamentally misconstrues the nature of Interestholders'
investment in the Interests: the Interests are designed to be held until the
liquidity event selected on behalf of the Partnership in October, 1997 is
consummated. The Interests are not designed to be liquid -- that is, to be
valued and traded on a current basis -- and have never been represented by the
Partnership as a liquid investment. As you know, valuing the Interests on a
currently tradeable basis, when they are not designed to be currently tradeable,
would result in a misleading assessment of what the Interests are really worth.
As a result, the Partnership has consistently advised all Interestholders
that the Interests must be held until the consummation of the liquidity event
selected next year for the investor to reap full value for the Interests. As
indicated in our Schedule 14D-9, the members of the Special Committee, based on
the information known today, would currently vote for the orderly liquidation of
the Partnership by 2002. Acknowledging that some holders may nonetheless need
or wish to sell their Interests before then does not mean that the Partnership
must now provide an artificial "low ball" assessment of an Interest's value. To
the contrary, we believe it is incumbent upon us to inform
<PAGE>
Raleigh Capital Associates L.P.
Page Two
July 19, 1996
Interestholders about our current estimate of what they will lose -- and what
you hope to gain -- by selling their Interests before that required liquidity
event occurs.
Very truly yours,
ARVIDA/JMB PARTNERS, L.P.
By: Arvida/JMB Managers, Inc.
General Partner
By: /s/ Gary Nickele
------------------
Title: Vice President
---------------
<PAGE>
Exhibit (c)(10)
RALEIGH CAPITAL ASSOCIATES L.P.
100 Jericho Quadrangle
Jericho, New York 11735-2117
July 22, 1996
Via Fax and Courier
- -------------------
Arvida/JMB Managers, Inc.
as General Partner of
Arvida/JMB Partners, L.P.
900 North Michigan Avenue
Chicago, IL 60611
Gentlemen:
We are in receipt of your letter of July 19, 1996 in which you attempt
to articulate your reasons for refusing to provide Interest holders with your
estimation of the current fair market value of their Interests in the
Partnership. Regardless of your self-serving interpretation of the Williams Act,
we continue to believe that your fiduciary duties require you to provide more
information to Interest holders, rather than less, in connection with Interest
holders' consideration of the Raleigh offer.
Furthermore, despite the assertions in your letter to the contrary, we
believe that the general partner's estimate of current fair market value would
be highly relevant to Interest holders in light of the liquidity events
currently available to Interest holders. Your projected liquidation value is
comparatively of little relevance. In fact, in your July 19th letter you
acknowledge your desire to inform Interest holders of what the Interests are
"really worth."
Accordingly, we reiterate our request that the general partner
promptly apprise Unitholders of the current fair market value of the Interests.
Very truly yours,
RALEIGH CAPITAL ASSOCIATES, L.P.
By: Raleigh GP Corp.
By: /s/ Peter Braverman
-----------------------
Name: Peter Braverman
Title: Vice-President
<PAGE>
Exhibit (c)(11)
VANDERBILT INCOME & GROWTH ASSOCIATES, L.L.C.
100 Jericho Quadrangle, Suite 214
Jericho, New York 11735-2717
(407) 394-0958
July 16, 1996
Arvida/JMB Managers Inc.,
as General Partner of
Arvida/JMB Partners, L.P.
900 N. Michigan Avenue
Chicago, Illinois 60611
Attention: Mr. Judd D. Malkin, Chairman
Mr. Neil G. Bluhm, President
Special Committee of the Board of Directors
Re: Demand for Unitholder/Limited Partner List
------------------------------------------
Gentlemen:
As an owner of assignee interests ("Interests") representing
beneficial assignments of limited partnership interests ("Limited Partnership
Interests") in Arvida/JMB Partners, L.P. (the "Partnership"), the undersigned
hereby demands the right to inspect and to make copies and extracts from the
current list of the names and addresses of each holder of Interests and each
holder of Limited Partnership Interests, including beneficial owners, and the
number of Interests and Limited Partnership Interests registered in the name of
each such holder, including beneficial owners, as of the most recent and
available date.
The foregoing demand is made pursuant to Section 9.1A of the
Amended and Restated Agreement of Limited Partnership (the "Partnership
Agreement") (stating that Limited Partners shall receive, and the General
Partner shall provide, copies of a current list of all Limited Partners in the
Partnership by "request(ing) such a list in writing and...pay(ing) the costs of
collection, duplication and mailing thereof"). Section 1(d) of the Assignment
Agreement (stating that holders of Interests have all rights of Limited Partners
under the Partnership Agreement, including to inspect books and records) and
further pursuant to Sections 17-305(a)(3) and (6) of the Delaware Revised
Uniform Limited Partnership Act.
The purpose of this demand is to enable the undersigned, and its
affiliate, Raleigh Capital Associates L.P. ("Raleigh"), to communicate with
other holders of Interests on matters relating to the Partnership, including,
providing information and documents regarding the pending tender offer commenced
by Raleigh (the "Raleigh Offer").
<PAGE>
July 16, 1996
Page 2
Pursuant to the foregoing and the common law of the State of Delaware,
the undersigned is entitled to, and demands, as part of the foregoing demand for
inspection of the following.
(a) All information in or which comes into the possession or
control of the Partnership, or which can reasonably be obtained
from brokers, dealers, banks, clearing agencies, voting
trustees or their nominees, in the format of a descending
order balance on a magnetic computer tape and a paper list,
relating to the names of the non-objecting beneficial owners
and consenting beneficial owners of Interests and Limited
Partnership Interests.
(b) A current and complete record or list of the holders of
Interests and Limited Partnership Interests certified by the
Partnership or its transfer agent and registrar, showing the
names and addresses of each holder of Interests and Limited
Partnership Interests and the number of Interests and Limited
Partnership Interests registered in the name of each such
record holder as of the most recent date available, including,
without limitation, a copy of any list and related data the
Partnership has provided to Genysys Partnership Services, Inc.
(c) A magnetic computer tape list of the holders of Interests and
Limited Partnership Interests as of the most recent date
available, showing the names, addresses and number of Interests
and Limited Partnership Interests held by such holders,
together with such computer processing data as is necessary for
the undersigned to make use of such magnetic computer tape, and
a printout of such magnetic computer tape for verification
purposes.
(d) All information in or which comes into the possession or
control of the Partnership, or which can reasonably be obtained
from brokers, dealers, banks, clearing agencies or voting
trustees or their nominees concerning the names, addresses and
number of Interests and Limited Partnership Interests held by
the participating brokers, banks, and individual nominee names.
(e) A stop list or stop lists relating to any Interests and Limited
Partnership Interests and any changes, corrections, additions
or deletions from the date of the lists referred to in
paragraphs (a) or (b) above.
The undersigned will bear the reasonable costs incurred by the
Partnership (including those of its transfer agent and registrar) in connection
with the production of the above information.
The undersigned hereby designates and authorizes Battle Fowler LLP and
any other persons to be designated to conduct, as its agent, the inspection and
copying herein requested.
<PAGE>
July 16, 1996
Page 3
Please advise by telephone, with confirmation by facsimile, the
undersigned at tel. no. (407) 394-0958; fax no. (516) 433-2777, and Luke P.
Iovine, III, Esq. of Battle Fowler LLP at tel. no. (212) 856-6856; fax no. (212)
856-7816, when and where the items demanded above will be made available. Given
the time critical nature of the Raleigh Offer and certain other pending tender
offers for Interests as disclosed by the Partnership, we request that you
contact the above-referenced person, and make the requested information and
date, available immediately.
Please sign and date a copy of this letter to indicate your receipt
hereof and return it to the undersigned via facsimile.
Very truly yours,
VANDERBILT INCOME & GROWTH
ASSOCIATES, L.L.C.
By: /s/ Peter Braverman
----------------------------
Name: Peter Braverman
Title: Authorized Representative
Facsimile & Certified Mail
Received and acknowledged by:
ARVIDA/JMB Managers, Inc.
as General Partner of
Arvida/JMB Partners, L.P.
By:
-----------------------
Name:
Title:
<PAGE>
Exhibit (c)(12)
ARVIDA/JMB PARTNERS, L.P.
900 N. Michigan Avenue
Chicago, IL 60611
July 18, 1996
Raleigh Capital Associates L.P.
100 Jericho Quadrangle
Suite 214
Jericho, NY 11735-2717
Attention: Michael L. Ashner
Dear Sirs:
You have requested that Arvida/JMB Managers, Inc. ("Manager"), as the
general partner of Arvida/JMB Partners, L.P. ("Partners"), provide you with all
of the information and data described in paragraphs (a) through (c) of your
letter request, dated July 16, 1996 (to the extent such information is
reasonably available), including a copy of the list of the names and addresses
of each holder of limited partnership interests and assignee interests therein
(collectively, the "Interests") of the Partnership, including beneficial owners,
and the number of interests registered in the name of each such holder,
including beneficial owners, as of the most recent and available date (herein
the "List").
Based on your agreement to use the List only in connection with a
tender offer made by you or any of your affiliates subject to the requirements
of Regulations 14D and 14E under the Securities Exchange Act of 1934 (the
"Specified Purpose") and not for any other purpose, and your agreement not to
furnish the List to any person other than to your affiliates and your respective
directors, officers, employees, agents and representatives for use solely for
the Specified Purpose, the undersigned on behalf of Partners hereby agrees to
furnish the List to you for the Specified Purpose.
You agree to pay the costs of Partners and Manager in connection with
the collection, duplication and mailing of the List.
It is understood and agreed that this agreement shall not in any
manner prejudice your right at any future time to seek delivery of the List for
any other proper purpose.
<PAGE>
If this meets with your agreement, please so indicate by signing a
counterpart of this letter in the space provided below. We have instructed the
transfer agent for Partners, Gemisys (attention Mr. Tom Young at 312/915-1383),
promptly to deliver the List to you (in such form as is reasonably available)
upon advice from us that we have received a signed counterpart of this letter.
You may contact him to make arrangements regarding the format for delivery of
the List.
Very truly yours,
ARVIDA/JMB Partners, L.P.
By ARVIDA/JMB Managers, Inc.,
general partner
By: /s/ Gary Nickele
--------------------------------------
Its: Vice President
-------------------------------------
Agreed to and Accepted
RALEIGH CAPITAL ASSOCIATES L.P.
By: Raleigh GP Corp.
By: /s/ Peter Braverman
----------------------------
Its: Vice President
---------------------------
Dated: July 18, 1996
-------------------------
-2-
<PAGE>
Exhibit (c)(13)
Longacre Corp.
One Wall Street Court
Suite 980
New York, NY 10005
June 21, 1996
BY TELECOPIER/FEDERAL EXPRESS
- -----------------------------
312-915-1016
312-915-2881
ARVIDA/JMB Managers, Inc.
ARVIDA/JMB Partners, L.P.
900 N. Michigan Avenue
Chicago, IL 60611
Attention: Judd D. Malkin
Neil G. Bluhm
Re: Request for List of Limited Partners
------------------------------------
Dear Sirs:
Longacre Corp. is a limited partner (see attached) in ARVIDA/JMB Partners,
L.P. (the "Partnership"). In this capacity, we hereby request copies of lists of
names, addresses and telephone numbers of the limited partners of the
Partnership and the number of interests owned by each of them. To the extent
possible, we would prefer that this information be provided in a computer
readable and paper format. Please include with the lists a statement of the
costs of collection, duplication and mailing of the lists so that we may
reimburse you.
This request is being made in order to facilitate a tender offer for
interest in the Partnership by an affiliate of the undersigned.
The undersigned hereby designates and authorizes Messrs. Gordon Altman
Butowsky Weitzen Shalov & Wein, 114 West 47th Street, New York, New York 10036
(telephone number: (212) 626-0800), their partners and employees and any other
persons designated by them, to receive and inspect the requested lists at their
offices.
Please advise Keith Schaitkin of Gordon Altman Butowsky Weitzen Shalov &
Wein when the information demanded herein will be made available.
Very truly yours,
Longacre Corp.
By: /s/ Edward E. Mattner
-------------------------
Ed Mattner, President
<PAGE>
Exhibit (c)(14)
ARVIDA/JMB PARTNERS, L.P.
900 N. Michigan Avenue
Chicago, IL 60611
June 27, 1996
Longacre Corp.
One Wall Street Court
Suite 980
New York, NY 10005
Attention: Ed Mattner, President
Dear Sirs:
You have requested that Arvida/JMB Managers, Inc. ("Manager"), as the
general partner of Arvida/JMB Partners, L.P. ("Partners"), provide you with a
copy of the list of the names and addresses of, and the number of interests
owned by each of, the limited partners of Partners (herein the "List").
Based on your agreement to use the List only in connection with a tender
offer made by you or any of your affiliates to all of the limited partners of
Partners in compliance with the requirements of Regulations 14D and 14E under
the Securities Exchange Act of 1934 (the "Specified Purpose") and not for any
other purpose, and your agreement not to furnish the List to any person other
than to your affiliates and your respective directors, officers, employees,
agents and representatives for use solely for the Specified Purpose, the
undersigned on behalf of Partners hereby agrees to furnish the List to you for
the Specified Purpose.
As a condition to receipt of the List, you agree to dismiss (without
prejudice) any legal action which you may have brought against Manager or
Partners in Delaware or elsewhere seeking to compel Manager or Partners, or any
director, officer, employee, agent or representative thereof, to deliver the
List to you or any of your affiliates. You agree to promptly deliver to the
undersigned a court filing evidencing such dismissal.
It is understood and agreed that this agreement shall not in any manner
prejudice your right at any future time to seek delivery of the List for any
other proper purpose.
<PAGE>
If this meets with your agreement, please so indicate by signing a
counterpart of this letter in the space provided below. We have instructed the
transfer agent for Partners, Gemisys (attention Mr. Tom Young at 312/915-1383),
promptly to deliver the List to you (in such computer readable form as is
reasonably available) upon advice from us that we have received a signed
counterpart of this letter. You may contact him to make arrangements regarding
the format for delivery of the List.
Very truly yours,
ARVIDA/JMB Partners, L.P.
By ARVIDA/JMB Managers, Inc.,
general partner
By: /s/ Gary Nickele
--------------------------
Its: Vice President
--------------------------
Agreed to and Accepted
LONGACRE CORP.
By: /s/ Marc Weitzen
------------------
Its: Attorney
------------------
Dated: 6/27/96
----------------
-2-
