<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------
(AMENDMENT NO. 6)
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 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
================================================================================
<PAGE>
This Amendment No. 6 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, Amendment No. 4 on December 19, 1996 and Amendment No. 5 on
January 9, 1997. 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)(5) Press Release, dated January 10, 1997.
2
<PAGE>
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.,
-----------------------------------
General Partner of the Partnership
By: /s/ Judd D. Malkin
-----------------------------------
Name: Judd D. Malkin
Title: Chairman
Dated: January 10, 1997
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NO.
- ------- ------------------------------------------------------------- ----
<S> <C> <C>
(a)(5) Press Release dated January 10, 1997.
</TABLE>
4
<PAGE>
EXHIBIT (a)(5)
FOR IMMEDIATE RELEASE Media Contact: B. Joseph Vincent
Friday, January 10, 1997 (561) 392-2300
ARVIDA/JMB PARTNERS, L.P.
ANNOUNCES DISTRIBUTION
BOCA RATON, January 10, 1997 -- Arvida/JMB Partners, L.P. announced today
that it 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.
The distribution of $60 per Interest will be made to Interestholders at the
end of February 1997. The Partnership's performance has been better than
anticipated over the last several months and the Partnership has exceeded its
1996 revenue projections. This enables the Partnership both to reduce the amount
due under its existing credit facilities and to make the distribution to
Interestholders.
Arvida is one of the nation's largest residential real estate developers.
Its developments include Weston in Broward County, FL; Broken Sound in Boca
Raton, FL; Arvida's Grand Bay on Longboat Key, FL; River Hills in Tampa, FL;
Jacksonville Golf and Country Club in Jacksonville, FL; and Cullasaja Club in
Highlands, NC.
# # #
