UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
ARVIDA/JMB PARTNERS, L.P.
(Name of Issuer)
Limited Partnership Interests and Assignee Interests Therein
(Title of Class of Securities)
None
(CUSIP Number)
John P. Saldarelli
Raleigh Capital Associates L.P.
100 South Bedford Road
Mount Kisco, New York 10549
(914) 242-7700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 9, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d- 1(g), check the
following box //.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
AMENDMENT NO. 13 TO SCHEDULE 13D
This Amendment No. 13 amends certain information contained in the
final amendment to Schedule 14D-1 (as amended prior to the date hereof, the
"Final Amendment") filed by Raleigh Capital Associates L.P. ("Raleigh"), Raleig
GP Corp., Rockland Partners, Inc. and Zephyr Partners on August 6, 1996 with
respect to the securities of Arvida/JMB Partners, L.P. ("Arvida"), which
constituted the initial filing on Schedule 13D under Section 13(d) of the Act.
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Final Amendment.
This Statement hereby amends the items identified below, or the
particular paragraphs of such items which are identified below.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
Pursuant to the terms of the Buy/Sell Agreement dated as of November 6,
1998 (the "Agreement"), among Raleigh, Arvida /JMB Managers, Inc., the general
partner of Arvida (the "Arvida General Partner"), The St. Joe Company, a Florida
corporation (the "Purchaser"), and American Real Estate Partners, L.P., Raleigh
delivered a letter (which is filed herewith as Exhibit 1 and is incorporated by
reference herein in its entirety) to the Purchaser and the Arvida General
Partner on December 9, 1998, notifying such parties that Raleigh has elected to
sell all of its Arvida Units to the Purchaser.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Item 6 is hereby amended to add the following:
The paragraph set forth under Item 4 of this Amendment No. 13 is hereby
incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Exhibit 1. Letter dated December 9, 1998, delivered by Raleigh
Capital Associates, L.P. to The St. Joe Company and
Arvida/JMB Managers, Inc.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statements is true, complete and
correct.
Dated: December 10, 1998
RALEIGH CAPITAL ASSOCIATES L.P.
By: Zephyr Partners,
General Partner
By: GP Aeolus, Inc.,
General Partner
By: /S/ EDWARD MATTNER
Name: Edward Mattner
Title: President
By: AREHGP, Inc.,
General Partner
By: /s/ John Saldarelli
Name: John Saldarelli
Title: President
ZEPHYR PARTNERS
By: GP Aeolus, Inc.,
General Partner
By: /S/ EDWARD MATTNER
Name: Edward Mattner
Title: President
By: AREHGP, Inc.,
General Partner
By: /S/ JOHN SALDARELLI
Name: John Saldarelli
Title: President
[Signature Page for Amendment No. 13 to Schedule 13D
re ARVIDA/JMB PARTNERS, L.P.]
<PAGE>
GP AEOLUS, INC.
By: /S/ EDWARD MATTNER
Name: Edward Mattner
Title: President
AREHGP, INC.
By: /S/ JOHN SALDARELLI
Name: John Saldarelli
Title: President
AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP
By: American Property Investors, Inc.
General Partner
By: /S/ JOHN SALDARELLI
Name: John Saldarelli
Title: Vice President
AMERICAN PROPERTY INVESTORS, INC.
By: /S/ JOHN SALDARELLI
Name: John Saldarelli
Title: Vice President
/S/ CARL C. ICAHN
CARL C. ICAHN
[Signature Page for Amendment No. 13 to Schedule 13D
re ARVIDA/JMB PARTNERS, L.P.]
RALEIGH CAPITAL ASSOCIATES, L.P.
C/O ICAHN ASSOCIATES CORP.
767 FIFTH AVENUE, 47TH FLOOR
NEW YORK, NEW YORK 10153
December 9, 1998
VIA FAX AND FEDERAL EXPRESS
Arvida/JMB Managers, Inc.
c/o JMB Realty Corporation
900 North Michigan Avenue
Chicago, Illinois 60601
Attn: Gary Nickele
Fax No. (312)915-1023
The St. Joe Company
400 du Pont Center
1650 Prudential Drive
Jacksonville, Florida 32207
Attn: Robert M. Rhodes
Fax No. (904)858-5296
RESPONSE NOTICE
Gentlemen:
We refer to the Raleigh Buy/Sell Agreement, dated as of November 6,
1998 (the "Buy/Sell Agreement"), among Raleigh Capital Associates, L.P.
("Raleigh"), American Real Estate Partners, L.P., The St. Joe Company (the
"Purchaser") and Arvida/JMB Managers, Inc.(the "General Partner"). Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Buy/Sell Agreement.
This letter constitutes Raleigh's notice pursuant to Section 2(a) of
the Buy/Sell Agreement that it has elected to sell all of the Raleigh Interests
to the Purchaser in accordance with the terms and conditions of the Buy/Sell
Agreement. Enclosed herewith is an Officer's Certificate conforming to the
requirements of the last paragraph of Section 10 of the Buy/Sell Agreement.
This letter will also confirm Raleigh's agreement with the General
Partner that, at the Raleigh Interests Closing, the General Partner will caus
the Partnership to pay Raleigh, by wire transfer of immediately available fund
to an account designated by Raleigh to the General Partner not less than two
business days prior to the Raleigh Interests Closing, the sum of $2,047,070.96,
to reimburse Raleigh for fees and disbursements of counsel paid by Raleigh in
connection with the action entitled VANDERBILT INCOME AND GROWTH ASSOCIATES,
L.L.C., ET AL. V.
<PAGE>
ARVIDA/JMB MANAGERS, INC. ET AL. (Del. C.A. No. 15238). Please confirm the
General Partner's agreement to the foregoing by signing a copy of this letter in
the space indicated below and returning it to Raleigh by fax.
Very truly yours,
RALEIGH CAPITAL ASSOCIATES L.P.
By: Zephyr Partners, general partner
By: GP Aeolus, Inc., general partner
By: /s/ Robert J. Mitchell
Robert J. Mitchell, V.P.
By: AREHGP, Inc., general partner
By: /s/ John Saldarelli
John Saldarelli, President
Accepted and agreed to(as to the
third paragraph of this letter):
Arvida/JMB Managers, Inc.
By:_________________________
cc: Kirkland & Ellis
200 East Randolph
Chicago, Illinois 60601
Attn: Michael H. Kerr, P.C.
Fax No. (312)861-2200
