<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. 6)
-----------------------
ARVIDA/JMB PARTNERS, L.P.
a Delaware Limited Partnership
(Name of Subject Company)
RALEIGH CAPITAL ASSOCIATES L.P.
RALEIGH GP CORP.
ROCKLAND PARTNERS, INC.
(Bidders)
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
----------- ----------
$85,285,000 $17,057.00
* 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 $461 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.
<TABLE>
<S> <C> <C>
Amount previously paid: $16,095.00 Filing Party: Raleigh Capital Associates L.P.
------------- -------------------------------
Form or registration no.: Schedule 14D-1 Date Filed: June 19, 1996
-------------- --------------
</TABLE>
(Continued on following page(s))
(Page 1 of 6 Pages)
<PAGE> 2
CUSIP No.: None 14D-1 Page 2 of 6 Pages
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
RALEIGH CAPITAL ASSOCIATES L.P.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(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
<PAGE> 3
CUSIP No.: None 14D-1 Page 3 of 6 Pages
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
RALEIGH GP CORP.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)
N/A
- --------------------------------------------------------------------------------
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)
CO
- ----------------------------------
* Reflects beneficial ownership by Raleigh Capital Associates L.P. (the
reporting person of which Raleigh GP Corp. is a general partner).
<PAGE> 4
CUSIP No.: None 14D-1 Page 4 of 6 Pages
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ROCKLAND PARTNERS, INC.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)
N/A
- --------------------------------------------------------------------------------
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)
CO
- ----------------------------------
* Reflects beneficial ownership by Rockland Partners, L.P. (of which Rockland
Partners, Inc. is the general partner).
<PAGE> 5
AMENDMENT NO. 6 TO SCHEDULE 14D-1
This Amendment No. 6 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, 2, 3, 4 and 5 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 $461 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 supplemented as follows:
The Purchase Price for Units has been increased to $461 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.
Item 4. Source and Amount of Funds or Other Consideration.
Item 4(a) is hereby supplemented as follows:
The total amount of funds necessary to purchase the maximum number of
Units sought pursuant to the Offer has been increased to $85,285,000.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended by adding the following, which are attached
hereto as exhibits:
99(a)(16) Press Release dated July 19, 1996
99(a)(17) Letter to Unitholders
99(a)(18) Letter of Transmittal
99(a)(19) Walton Notice of Withdrawal
99(a)(20) Boreas Notice of Withdrawal
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 19, 1996
RALEIGH CAPITAL ASSOCIATES L.P.
By: Raleigh GP Corp., General Partner
By: /s/ Peter Braverman
--------------------------
Name: Peter Braverman
Title: Vice President
RALEIGH GP CORP.
By: /s/ Peter Braverman
--------------------------
Name: Peter Braverman
Title: Vice President
ROCKLAND PARTNERS, INC.
By: /s/ Jonathan Paul
-------------------------
Name: Jonathan Paul
Title: Vice President
6
<PAGE> 7
Exhibit Index
<TABLE>
<CAPTION>
Sequentially
EXHIBIT NO. DESCRIPTION Numbered page
- ----------- ----------- -------------
<S> <C>
99(a)(16) Press Release, dated July 19, 1996
99(a)(17) Letter to Unitholders
99(a)(18) Letter of Transmittal
99(a)(19) Walton Notice of Withdrawal
99(a)(20) Boreas Notice of Withdrawal
</TABLE>
<PAGE> 1
Exhibit 99(a)(16)
July 19, 1996
Jericho, New York
FOR IMMEDIATE RELEASE ....
Raleigh Capital Associates L.P. has increased the purchase price in
its offer to purchase outstanding limited partnership interests and assignee
interests therein ("Units") of Arvida/JMB Partners, L.P. to $461 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 further
action. Raleigh's purchase price is higher than both the June 28, 1996 offer
to purchase Units by Walton Street Capital Acquisition Co., L.L.C. III and the
July 18, 1996 offer to purchase Units by Boreas Partners L.P. In connection
with such increase, Raleigh extended its offer until 12:00 Midnight, New York
City time, on August 1, 1996. Approximately 23,230 Units had been deposited
pursuant to Raleigh's offer as of the close of business on July 18, 1996.
For additional information, contact The Herman Group, Inc., the
Information Agent for Raleigh's Offer, at 800- 992-6146.
<PAGE> 1
EXHIBIT 99(a)(17)
$461
HIGHEST PRICE TO PURCHASE
UNITS OF
ARVIDA/JMB PARTNERS, L.P.
OFFER EXTENDED TO THURSDAY, AUGUST 1, 1996
RALEIGH CAPITAL ASSOCIATES L.P. has increased its offer to purchase
Units in Arvida/JMB Partners, L.P. to $461 per Unit. Raleigh's price is HIGHER
than the offers of both Walton Street Capital Acquisition Co. III, L.L.C. and
Boreas Partners L.P. ACCEPT THE OFFER NOW AND RALEIGH PAYS YOU:
Units Owned Increased Price Per Unit Total Purchase Price
----------- ------------------------ --------------------
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 88% OVER
THE $245 AVERAGE WEIGHTED PRICE FOR UNITS REPORTED FOR THE
FOUR MONTH PERIOD ENDING MARCH 31, 1996 AND A 56% PREMIUM TO
THE $294 APPRAISED VALUE PREPARED BY AN ERISA APPRAISER AS OF
SEPTEMBER 30, 1995.
o FINANCING CONDITION. RALEIGH'S 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.
o OFFER ENDS SOON. UNLESS EXTENDED, THE RALEIGH OFFER EXPIRES
ON THURSDAY, AUGUST 1, 1996.
o NO FURTHER ACTION IS NECESSARY. IF YOU PREVIOUSLY TENDERED
YOUR UNITS TO RALEIGH AND HAVE NOT WITHDRAWN YOUR TENDER, YOU
WILL AUTOMATICALLY RECEIVE THE HIGHER PRICE. IF YOU HAVE
WITHDRAWN YOUR TENDER TO RALEIGH, PLEASE COMPLETE AND MAIL OR
FAX THE ENCLOSED LETTER OF TRANSMITTAL.
o WITHDRAWAL FROM OTHER OFFERS. IF YOU HAVE TENDERED YOUR UNITS
TO WALTON OR BOREAS, YOU MAY WITHDRAW YOUR TENDER BY
COMPLETING AND MAILING THE ENCLOSED APPLICABLE NOTICE OF
WITHDRAWAL. FOR ASSISTANCE CONTACT THE HERMAN GROUP, INC. AT
(800) 992-6146. IN ADDITION, IN THE EVENT YOU RECEIVE ANY
OTHER OFFERS TO PURCHASE YOUR UNITS, PLEASE CONTACT THE HERMAN
GROUP, INC. BEFORE SIGNING ANY DOCUMENTATION, AS RALEIGH MAY
HAVE ALREADY INCREASED ITS OFFER.
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
EXHIBIT 99(a)(18)
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 AUGUST 1, 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 $461 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.
<TABLE>
<S> <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)
------------------------------------------------- ------------------------------------------
(Evening)
</TABLE>
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, 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 August 1, 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
the 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 Section 1445 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
EXHIBIT 99(a)(19)
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
By Mail
-------
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 SET 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
-------------------
===================
<TABLE>
<CAPTION>
===================================================================================================================================
REGISTERED OWNER(S) SIGNATURE BOX FIDUCIARY INFORMATION BOX
(All Owners Must Sign)
<S> <C>
If tendered by the Registered Owners listed above, please sign Complete this box only if signing as a trustee, executor,
exactly as your name(s) is/are printed (or corrected) above. administrator, guardian, attorney-in-fact, officer of a
For joint owners, each joint owner must sign. 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.
X
------------------------------------------------------- Name(s) and Capacity
(Signature of Owner) (Date) -------------------------------------
-------------------------------------
Address: -------------------------------------
X
------------------------------------------------------- City, State, Zip: -------------------------------------
(Signature of Co-Owner) (Date)
Signature Guarantee:
-------------------------------------
===================================================================================================================================
</TABLE>
<PAGE> 1
EXHIBIT 99(A)(20)
NOTICE OF WITHDRAWAL
OF
PREVIOUSLY ASSIGNED LIMITED PARTNERSHIP INTERESTS
OF
ARVIDA/JMB PARTNERS, L.P.
TO
BOREAS PARTNERS, L.P.
PURSUANT TO THE OFFER TO PURCHASE DATED JULY 18, 1996
REGISTERED HOLDER(S):
(NOTE: NAMES MUST BE PRINTED EXACTLY AS PRINTED (OR CORRECTED) ON THE BOREAS
PARTNERS, L.P. LETTER OF TRANSMITTAL)
- ---------------------------------------
- ---------------------------------------
- ---------------------------------------
- ---------------------------------------
- ---------------------------------------
================================================================================
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
Depositary for the Boreas Partners, L.P. Offer:
IBJ SCHRODER BANK & TUST COMPANY
By Mail:
--------
P. O. Box 84
Bowling Green Station
New York, New York 10274-0084
Attn: Reorganization Operations Department
By Hand or Overnight Delivery:
------------------------------
One State Street
New York, New York 10004
Attn: Securities Processing Window
Sub Cellar One, (SC-1)
By Facsimile
------------
(212) 858-2611
Confirm by Telephone:
---------------------
(212) 858-2103 (Collect)
PLEASE REFER TO THE PROCEDURES FOR WITHDRAWAL SET FORTH IN "WITHDRAWAL RIGHTS"
IN THE OFFER TO PURCHASE.
================================================================================
To: Schroder Bank & Trust Company
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 Boreas Partners, L.P. Offer to Purchase dated July 18,
1996, are hereby withdrawn.
===================
NUMBER OF INTERESTS
BEING WITHDRAWN
-------------------
===================
<TABLE>
<CAPTION>
====================================================================================================================================
REGISTERED OWNER(S) SIGNATURE BOX FIDUCIARY INFORMATION BOX
(All Owners Must Sign)
<S> <C>
If tendered by the Registered Owners listed above, please sign Complete this box only if signing as a trustee, executor,
exactly as your name(s) is/are printed (or corrected) above. administrator, guardian, attorney-in-fact, officer of a
For joint owners, each joint owner must sign. 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 Transmittal previously submitted in
every respect, including signature guarantees if required.
x Name(s) and Capacity
----------------------------------------------------------- ------------------------------------------
(Signature of Owner) (Date)
------------------------------------------
x Address:
----------------------------------------------------------- ------------------------------------------
(Signature of Co-Owner) (Date) City, State, Zip:
------------------------------------------
Witness: Signature Guarantee:
--------------------------------------------------- ------------------------------------------
====================================================================================================================================
</TABLE>
