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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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(AMENDMENT NO. 5)
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)
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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 NOTICE 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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This Amendment No. 5 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Statement") filed by Arvida/JMB Partners, L.P.
(the "Partnership") on October 28, 1996, as amended by Amendment No. 1 on
November 14, 1996, Amendment No. 2 on November 15, 1996, Amendment No. 3 on
December 17, 1996 and Amendment No.4 on December 19, 1996. Unless otherwise
indicated, capitalized terms used herein have the same meanings as set forth in
the originally filed Statement.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Statement is amended to add the following Exhibit:
(a)(4) Letter, dated January 9, 1997, from the Partnership to Interestholders.
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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.
ARVIDA/JMB PARTNERS, L.P.
By: Arvida/JMB Managers, Inc.,
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General Partner of the Partnership
By: /s/ Judd D. Malkin
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Name: Judd D. Malkin
Title: Chairman
Dated: January 9, 1997
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EXHIBIT INDEX
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EXHIBIT PAGE
NUMBER DESCRIPTION NO.
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(a)(4) Letter, dated January 9, 1997, from the Partnership to
Interestholders
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EXHIBIT (a)(4)
ARVIDA/JMB PARTNERS, L.P.
900 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60611
312-440-4800
January 9, 1997
Dear Interestholders:
Arvida/JMB Managers, Inc. (the "General Partner") is pleased to announce
that at the end of February 1997 THE PARTNERSHIP WILL DISTRIBUTE APPROXIMATELY
$25 MILLION, OR $60 PER INTEREST, OUT OF CASH FLOW FROM THE PROFITABLE
OPERATIONS OF THE PARTNERSHIP FOR THE YEAR ENDED DECEMBER 31, 1996. As we
reported to you last month, the Partnership's performance has been better than
anticipated over the last several months and the Partnership has exceeded its
1996 revenue projections set forth in the Partnership's June 1996 long-term
draft projected budgets (the "June 1996 Draft Projected Budgets") disclosed in
the Partnership's Schedule 14D-9 of October 28, 1996 (the "Schedule 14D-9").
This performance enables the Partnership both to reduce the amount due under
its existing credit facilities and to make this distribution to
Interestholders.
As you know, on October 17, 1996, Raleigh Capital Associates, L.P. and
certain of its affiliates ("Raleigh") commenced an unsolicited offer to
acquire up to 100,000 Interests at a purchase price of $500 per Interest (the
"Offer"), which is currently scheduled to expire at midnight on January 15,
1997. AN INTERESTHOLDER WHO SELLS HIS/HER INTERESTS PURSUANT TO THE OFFER WILL
NOT RECEIVE THE BENEFIT OF THE FEBRUARY 1997 DISTRIBUTION. Under the terms of
the Offer, Raleigh will reduce its purchase price of $500 per Interest by the
amount of any distributions declared or made with respect to the Interests
between the date of the Offer and the date Raleigh pays the purchase price for
Interests.
The Special Committee (the "Special Committee") of the Board of Directors of
the General Partner has directed Lehman Brothers Inc. ("Lehman") as its
financial advisor to render a revised estimate of the present discounted value
(the "Revised Lehman Estimated Liquidation Value") of an Interest based on,
among other things, the June 1996 Draft Projected Budgets, removing any
adjustments relating to the financing of the Partnership by Starwood/Florida
Funding, L.L.C., which has been enjoined, and the assumption that the
Partnership commences an orderly liquidation in October 1997 and completes the
liquidation by October 2002. The Revised Lehman Estimated Liquidation Value as
of October 1, 1996, was a range of $595 to $640 per Interest. This represents
Lehman's estimate of the gross cash distributions that an Interestholder would
receive through the assumed liquidation period, discounted to reflect the
present value in October 1996 of such distributions. BASED UPON THE ESTIMATE
OF THE GROSS CASH DISTRIBUTIONS TO BE RECEIVED, THE GENERAL PARTNER CALCULATES
THAT AN INTERESTHOLDER WOULD RECEIVE TOTAL DISTRIBUTIONS OF MORE THAN $1,000
PER INTEREST FROM FEBRUARY 1997 THROUGH OCTOBER 2002. LEHMAN ALSO EXPRESSED
ITS OPINION THAT THE CONSIDERATION OFFERED IN THE OFFER IS INADEQUATE FROM A
FINANCIAL POINT OF VIEW TO THE INTERESTHOLDERS AS A CLASS AS COMPARED TO THE
REVISED LEHMAN ESTIMATED LIQUIDATION VALUE. The Lehman opinion does not
address the adequacy of the Offer with respect to Interestholders who have an
immediate or anticipated need or desire for liquidity. The Revised Lehman
Estimated Liquidation Value does not represent an estimate by Lehman of the
fair market value of an Interest.
BASED UPON ITS CONSULTATION WITH LEHMAN AND REVIEW OF THE REVISED LEHMAN
ESTIMATED LIQUIDATION VALUE, AND A NUMBER OF OTHER
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BUSINESS, FINANCIAL AND OTHER FACTORS, THE SPECIAL COMMITTEE DETERMINED, AND
HEREBY REITERATES ITS DETERMINATION, THAT THE OFFER IS INADEQUATE AND NOT IN
THE BEST INTEREST OF INTERESTHOLDERS WHO HAVE THE EXPECTATION OF RETAINING
THEIR INTERESTS THROUGH THE ASSUMED LIQUIDATION, AND WHO HAVE NO CURRENT OR
ANTICIPATED NEED OR DESIRE FOR LIQUIDITY. ACCORDINGLY, THE SPECIAL COMMITTEE
RECOMMENDS THAT SUCH INTERESTHOLDERS REJECT THE OFFER AND NOT TENDER THEIR
INTERESTS, OR IF THEIR INTERESTS HAVE BEEN TENDERED, PROMPTLY WITHDRAW THEIR
INTERESTS.
The Special Committee calls your attention to the following:
. The Offer of $500 per Interest is between approximately 78% and 84% of
the high and low end of the range in the Revised Lehman Estimated
Liquidation Value.
. Raleigh's tender offer materials state that "in establishing the Purchase
Price, [Raleigh] was motivated to set the LOWEST PRICE for the
[Interests] which might be acceptable to [Interestholders] consistent
with [Raleigh's] objectives" (emphasis added). Raleigh's anticipated
return from its purchase of Interests pursuant to its Offer would be in
excess of 29% compounded annually (based upon the June 1996 Draft
Projected Budgets as adjusted by Lehman in connection with the
determination of the Revised Lehman Estimated Liquidation Value).
However, the Special Committee recommends to those Interestholders who have
a current need or desire for liquidity that such Interestholders tender their
Interests in the Offer, based on several factors, including the assumption
that Raleigh will at some point purchase the tendered Interests and the
likelihood that Raleigh will continue its efforts to block the General Partner
from providing liquidity to Interestholders from sources (such as financing
proceeds) other than distributions out of cash flow from current operations of
the Partnership. Also, once the Offer has expired, the price for Interests
through privately negotiated sales and sales through intermediaries may be
substantially less than the purchase price under the Offer because there is no
established market for the Interests.
YOU SHOULD CONSULT WITH YOUR PERSONAL TAX ADVISOR AND FINANCIAL CONSULTANT
PRIOR TO ACCEPTING THE OFFER AND TENDERING YOUR INTERESTS OR, IF YOU HAVE
ALREADY TENDERED YOUR INTERESTS, BEFORE CONSIDERING WHETHER TO WITHDRAW THEM.
INTERESTHOLDERS ARE URGED TO READ CAREFULLY THE PARTNERSHIP'S SCHEDULE 14D-
9, AS AMENDED.
On behalf of the Special Committee.
Very truly yours,
Arvida/JMB Partners, L.P.
By: Arvida/JMB Managers, Inc.
General Partner
LOGO
By:
Judd D. Malkin
Chairman
