UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
June 12, 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(b)(3) or (4), check the following box //.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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. 11 TO SCHEDULE 13D
This Amendment No. 11 amends certain information contained in
the final amendment to Schedule 14D-1 (the "Final Amendment") filed by Raleigh
Capital Associates L.P. ("Raleigh Capital"), Raleigh GP Corp. ("Raleigh GP"),
Rockland Partners, Inc. ("Rockland Inc.") and Zephyr Partners ("Zephyr") on
August 6, 1996, which constituted the initial filing on Schedule 13D under
Section 13(d) of the Act, and Amendments No. 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10
to Schedule 13D filed by such entities ("Amendment Nos. 1, 2, 3, 4, 5, 6, 7,
8, 9 and 10"). Capitalized terms used but not defined herein have the
meanings ascribed to them in the Final Amendment and Amendments No. 1, 2, 3,
4, 5, 6, 7, 8, 9 and 10.
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(a) is hereby amended to add the following:
Registrants intend to commence, shortly, a tender offer for
additional Units of Issuer. The tender offer, when commenced, would be for all
Units tendered, provided, among other things, that Registrants were tendered a
minimum of 24% of the outstanding Units and that Registrants were satisfied that
the Units tendered could be transferred to and, together with the Units already
owned by Registrants, voted by them or at their discretion. Should Registrants
successfully consummate any such tender offer, it is likely that Registrants
would seek to remove Issuer's general partner and replace it with Raleigh or an
affiliate thereof. Representatives of Registrants have had and may continue to
have discussions with representatives of Issuer's general partner concerning the
affairs of the Issuer and the general partner.
Registrants reserve the right to acquire additional units at
any time and from time to time in the open market or otherwise and to dispose of
units at any time and from time to time in the open market or otherwise.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Item 6 is hereby amended to add the following:
On June 9, 1998, the Supreme Court of the State of Delaware
issued an order in litigation captioned Arvida/JMB Partners, L.P., No. 428,
1997, affirming that all assignee holders of Units have voting rights with
respect to questions such as removal of the general partner.
<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: June 12, 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: Vice 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: Vice President
By: AREHGP, Inc.,
General Partner
By: /s/ John Saldarelli
Name: John Saldarelli
Title: President
[Signature Page for Amendment No. 11 to Schedule 13D
re ARVIDA/JMB PARTNERS, L.P.]
<PAGE>
GP AEOLUS, INC.
By: /s/ Edward Mattner
Name: Edward Mattner
Title: Vice 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. 11 to Schedule 13D
re ARVIDA/JMB PARTNERS, L.P.]
