UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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)
May 15, 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>
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSON
Raleigh Capital Associates L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
106,747 Units
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
106,747 Units
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,747 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.4%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSON
Zephyr Partners
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
106,747 Units**
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
106,747 Units**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,747 Units**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.4%
14 TYPE OF REPORTING PERSON*
PN
**Reflects beneficial ownership by Raleigh Capital Associates L.P. (of which
Zephyr Partners is the general partner).
<PAGE>
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSON
GP Aeolus, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
106,747 Units**
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
106,747 Units**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,747 Units**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.4%
14 TYPE OF REPORTING PERSON*
CO
**Reflects beneficial ownership by Raleigh Capital Associates L.P. (of which
Zephyr Partners is the general partner). GP Aeolus, Inc. is a general
partner of Zephyr Partners.
<PAGE>
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSON
AREHGP, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
106,747 Units**
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
106,747 Units**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,747 Units**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.4%
14 TYPE OF REPORTING PERSON*
CO
**Reflects beneficial ownership by Raleigh Capital Associates L.P. (of which
Zephyr Partners is the general partner). AREHGP, Inc. is a general partner
of Zephyr Partners.
<PAGE>
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSON
American Real Estate Holdings Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
106,747 Units**
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
106,747 Units**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,747 Units**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.4%
14 TYPE OF REPORTING PERSON*
PN
**Reflects beneficial ownership by Raleigh Capital Associates L.P. (of which
Zephyr Partners is the general partner). AREHGP, Inc., a general partner of
Zephyr Partners, is wholly owned by American Real Estate Holdings Limited
Partnership.
<PAGE>
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSON American Property Investors, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
106,747 Units**
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
106,747 Units**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,747 Units**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.4%
14 TYPE OF REPORTING PERSON*
CO
**Reflects beneficial ownership by Raleigh Capital Associates L.P. (of which
Zephyr Partners is the general partner). AREHGP, Inc., a general partner of
Zephyr Partners, is wholly owned by American Real Estate Holdings Limited
Partnership, the general partner of which is American Property Investors, Inc.
<PAGE>
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
106,747 Units**
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
106,747 Units**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,747 Units**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.4%
14 TYPE OF REPORTING PERSON*
CO
**Reflects beneficial ownership by Raleigh Capital Associates L.P. (of which
Zephyr Partners is the general partner). AREHGP, Inc. and GP Aeolus, Inc.
are the general partners of Zephyr Partners. AREHGP, Inc. is wholly owned by
American Real Estate Holdings Limited Partnership, the general partner of
which is American Property Investors, Inc. American Property Investors, Inc.
and GP Aeolus, Inc. are wholly owned by Carl C. Icahn.
<PAGE>
AMENDMENT NO. 10 TO SCHEDULE 13D
This Amendment No. 10 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 and 9 to Schedule 13D
filed by such entities ("Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8 and 9").
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 and 9.
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, within the next two weeks, 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 May 15, 1998, Zephyr Partners and Boreas Associates, L.P. (collectively,
the "Icahn Partners") entered into a Redemption Agreement with the Apollo
Partners and the Rockland Partners, pursuant to which Raleigh Capital redeemed
(the "Redemption") the interests of the Apollo Partners and the Rockland
Partners in Raleigh Capital. As a result of the closing of this transaction, the
Icahn Partners are the only partners of Raleigh Capital and have the entire
beneficial interest in the Arvida Units owned by Raleigh Capital.
In connection with the Redemption, the Icahn Partners also entered into an
Escrow Agreement with the Apollo Partners, the Rockland Partners and Post &
Heymann, LLP ("Post"), pursuant to which Post was appointed escrow agent with
regard to certain funds deposited in a Post account pending the resolution of a
dispute between Raleigh Capital and Arvida.
<PAGE>
To fund a portion of the Redemption price, Raleigh Capital entered into a
Term Loan Agreement with ING (U.S.) Capital Corporation ("ING"), pursuant to
which ING made a $10,000,000 term loan (the "Term Loan") to Raleigh Capital. To
fund the remaining portion of the Redemption price, Raleigh Capital borrowed
$5,235,262,94 from Vegas Financial Corp., an affiliate of the Icahn Partners,
and $12,215,613.53 from American Real Estate Holdings Limited Partnership, an
affiliate of the Icahn Partners, both of which loans are subordinated to the
Term Loan.
Item 7. Material to Be Filed as Exhibits.
The following documents are filed as Exhibits to this Schedule:
(1) Agreement pursuant to Rule 13d-1(f).
(2) Redemption Agreement dated as of May 15, 1998.
<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: May 21, 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. 10 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. 10 to Schedule 13D
re ARVIDA/JMB PARTNERS, L.P.]
<PAGE>
EXHIBIT INDEX
(1) Agreement pursuant to Rule 13d-1(f).
(2) Redemption Agreement dated as of May 15, 1998.
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of statements on Schedule 13D (including amendments thereto) with
respect to the limited partnership interests and assignee interests therein of
ARVIDA/JMB PARTNERS, L.P., and further agree that this Joint Filing Agreement be
included as an Exhibit to such joint filings. In evidence thereof, the
undersigned, being duly authorized, have executed this Joint Filing Agreement
this th day of May, 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
[Joint Filing Agreement with respect to 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
[Joint Filing Agreement with respect to Arvida/JMB Partners, L.P.]
Raleigh Capital Associates L.P.
May 15, 1998
Raleigh GP Corp.
Rockland Partners, Inc.
Apollo Real Estate Investment
Fund II, L.P.
Basso Associates, L.P.
Rockland Partners, L.P.
Redemption Agreement
Ladies and Gentlemen:
We refer to the Partnership Agreement, dated July 22, 1996 (the
"Partnership Agreement"), of Raleigh Capital Associates, L.P. (the
"Partnership"), among Raleigh GP Corp. (the "Apollo GP"), Rockland Partners,
Inc. (the "Rockland GP"), Zephyr Partners (the "Icahn GP"), Apollo Real Estate
Investment Fund II, L.P. (the "Apollo LP"), Basso Associates, L.P. ( the "Basso
LP"), Rockland Partners, L.P. (the "Rockland LP") and Boreas Partners, L.P. (the
"Icahn LP"). For purposes of this Redemption Agreement, Apollo GP, Rockland GP,
Apollo LP, Basso LP and Rockland LP are hereinafter sometimes each referred to
individually as an "Exiting Partner" and collectively as the "Exiting Partners,"
and Icahn GP and Icahn LP are hereinafter sometimes each referred to
individually as a "Remaining Partner" and collectively as the "Remaining
Partners." The Exiting Partners and the Remaining Partners are also hereinafter
sometimes collectively referred to as the "Partners."
Upon the terms and subject to the conditions set forth in this Redemption
Agreement, the Partners desire to cause the Partnership to redeem the respective
limited and general partner interests of the Exiting Partners in the Partnership
and, in order to provide the Partnership with funds to pay the redemption price
to the Exiting Partners, to consent to the incurrence of indebtedness by the
Partnership, and the pledge by the Partnership of its assets to secure such
indebtedness, in the manner described below.
Accordingly, the parties agree as follows:
1. Redemption of Interests. (a) Upon the terms and subject to the
conditions set forth herein, the Partnership hereby redeems, in full, the
respective general or limited partner interest (the "Interest") in the
Partnership of each Exiting Partner. Schedule 1 hereto sets forth the percentage
interest (the "Percentage Interest") of each Exiting Partner and the redemption
price (the "Redemption Price") payable to each Exiting Partner in consideration
for the redemption of such Exiting Partner's Interest (assuming that all
Disputed Units, as hereinafter defined, are determined to belong to the
Partnership), and Schedule 2 hereto sets forth the calculation of the aggregate
Redemption Price. Of the entire Redemption Price shown on Schedule 1 hereto with
respect to each Exiting Partner, an amount equal to the Percentage Interest in
the Partnership of each Exiting Partner multiplied by the product of (x) $385
and (y) the difference between (1) the number of limited partnership interests
and assignee interests (the "Arvida Units") in Arvida/JMB Partners,
L.P.("Arvida") reflected on the Partnership's books and records as being held by
the Partnership on the date hereof and (2) the number of Arvida Units recognized
by Arvida as being held by the Partnership on the date hereof (such difference,
the "Disputed Units") has been deposited in escrow with Messrs. Post & Heymann
LLP, as escrow agent (the "Escrow Agent"), to be held by the Escrow Agent
pursuant to an escrow agreement in the form of Exhibit A hereto pending
resolution of the dispute between the Partnership and Arvida with respect to the
<PAGE>
Disputed Units and then released to such Exiting Partner and/or the Partnership
in accordance with the Escrow Agreement. Concurrently herewith, the Partnership
has caused the balance of the Redemption Price payable to each Exiting Partner
to be paid by wire transfer of funds to an account designated by such Exiting
Partner to the Partnership in writing. After giving effect to the redemption of
Interests contemplated hereby, the Icahn GP shall be the sole general partner of
the Partnership, the Icahn LP shall be the sole limited partner of the
Partnership and the Exiting Partners shall cease to be partners of the
Partnership and have no further rights or obligations as such, except for their
rights and obligations set forth in this Redemption Agreement and the Escrow
Agreement.
(b) Each of the Partners hereby expressly consents to the execution and
delivery of this Redemption Agreement and the Escrow Agreement by the
Partnership, the performance by the Partnership of its obligations hereunder and
thereunder and the redemption of the Interests contemplated hereby,
notwithstanding any provisions of the Partnership Agreement to the contrary.
(c) Each of the Exiting Partners agrees that, concurrently herewith or
subsequent to the date hereof, at the request of the Partnership, it will
transfer to the Partnership and the Remaining Partners all Partnership books and
records in its possession or in the possession of its affiliates relating to the
business or operations of the Partnership through the date hereof and will
furnish the Partnership and/or the Remaining Partners with such information in
its possession or in the possession of its affiliates as may be necessary or
appropriate to enable the Partnership to, among other things, resolve pending
disputes with Arvida relating to the Disputed Units and payments which may be
due to the Partnership as contemplated by Section 6 hereof, otherwise settle or
satisfy outstanding liabilities or obligations, and pursue any claims, of the
Partnership as of and for periods through the date hereof, prepare financial
statements and tax returns for the Partnership for periods through and including
the end of the fiscal 1998 and otherwise continue to operate the business of the
Partnership subsequent to the date hereof . Each of the parties hereto will, at
the request of any other party hereto, concurrently herewith or subsequent to
the date hereof, take such other action as the requesting party may reasonably
request in order to consummate more effectively the transactions contemplated by
this Redemption Agreement, including without limitation the execution and
delivery of an amended certificate of limited partnership of the Partnership
evidencing the withdrawal of the Apollo GP and the Rockland GP as general
partners of the Partnership and amended qualifications in any jurisdiction in
which the Partnership is qualified to do business and the execution and delivery
of instructions to any banking institutions with which the Partnership has
accounts changing the authorized signatories on such accounts in accordance with
instructions of the Remaining Partners.
2. Loans to Partnership; Grant of Security Interest. Concurrently herewith,
the Partnership is borrowing the aggregate amount of $27,450,876.47
(collectively, the "Loans"), consisting of: (a) a $10,000,000 loan from ING
(U.S.) Capital Corporation, secured by a first priority security interest in all
of the Partnership's assets and properties (the "Security Interest"); (b) a
$5,235,262.94 unsecured loan from Vegas Financial Corp. ("VFC"); and (c) a
$12,215,613.53 unsecured loan from American Real Estate Holdings, L.P. ("AREH").
The proceeds of the Loans are being used to pay the Redemption Price to the
Exiting Partners. The Loans are recourse only to the assets of the Partnership.
Each of VFC and AREH are affiliates of the Remaining Partners. The Bank, VFC and
AREH are hereinafter sometimes referred to individually as a "Lender" and
collectively as the "Lenders." Each of the Apollo GP, the Rockland GP and the
Icahn GP hereby consents to the incurrence of the Loans and the grant of the
Security Interest and acknowledges and confirms that the Icahn GP is authorized
to execute and deliver to the Lenders, on behalf of the Partnership, all
agreements, documents and instruments evidencing or otherwise relating to the
Loans and that such execution and delivery by the Icahn GP is sufficient to bind
the Partnership.
3. Representations and Warranties. (a) Each Exiting Partner hereby
severally represents and warrants to the Partnership and to the Remaining
Partners, as to itself only, as follows: (1) such Exiting Partner owns the
Interest in the Partnership set forth opposite its name on Schedule 1 hereto
free and clear of any liens, claims or encumbrances and has full power and
authority to execute and deliver this Redemption Agreement and the Escrow
Agreement and to perform its obligations hereunder and thereunder; (2) the
<PAGE>
execution, delivery and performance of this Redemption Agreement and the Escrow
Agreement have been duly authorized by all necessary corporate or partnership
action on the part of such Exiting Partner; (3) the execution, delivery and
performance of this Redemption Agreement and the Escrow Agreement by such
Exiting Partner do not and will not violate, conflict with or constitute a
breach or default under the certificate of incorporation or by-laws, partnership
agreement or other governing instruments or documents of such Exiting Partner,
any law, regulation, ordinance, judgment, arbitration award, decree, government
license, permit or other authorization applicable to such Exiting Partner or any
agreement, contract or other instrument to which such Exiting Partner is a party
or by which it may be bound; and (4) no portion of the Interest of such Exiting
Partner in the Partnership has been transferred during the twelve month period
ending on the date hereof and no more than 49% of the interest in capital and
profits in any such Exiting Partner which is a partnership for federal income
tax purposes has been transferred during such period.
(b) Each Remaining Partner hereby severally represents and warrants to the
Exiting Partners, as to itself only, as follows: (1) the execution, delivery and
performance of this Redemption Agreement have been duly authorized by all
necessary corporate or partnership action on the part of such Remaining Partner;
and (2) the execution, delivery and performance of this Redemption Agreement by
such Remaining Partner do not and will not violate, conflict with or constitute
a breach or default under the certificate of incorporation or by-laws,
partnership agreement or other governing instruments or documents of such
Remaining Partner, any law, regulation, ordinance, judgment, arbitration award,
decree, government license, permit or other authorization applicable to such
Remaining Partner or any agreement, contract or other instrument to which such
Remaining Partner is a party or by which it may be bound.
(b) The Remaining Partners hereby represent and warrant to each Exiting
Partner as follows: (1) the Partnership has full power and authority to execute
and deliver this Redemption Agreement and the Escrow Agreement and to perform
its obligations hereunder and thereunder; (2) assuming the due and valid
execution and delivery of this Redemption Agreement and the Escrow Agreement by
the other parties hereto, the execution, delivery and performance of this
Redemption Agreement and the Escrow Agreement have been duly authorized by all
necessary partnership action on the part of the Partnership; and (3) the
execution, delivery and performance of this Redemption Agreement and the Escrow
Agreement by the Partnership do not and will not violate, conflict with or
constitute a breach or default under the Letter Agreement, any law, regulation,
ordinance, judgment, arbitration award, decree, government license, permit or
other authorization applicable to the Partnership or any agreement, contract or
other instrument to which the Partnership is a party or by which it may be
bound.
4. Survival of Standstill Obligations. Each Exiting Partner hereby
acknowledges and agrees that the provisions of the fifth paragraph of the July
22, 1996 letter from the Partnership and each of the Exiting Partners to the
Remaining Partners shall continue in full force and effect through May 15, 2001.
5. Indemnification. (a) The Partnership and the Remaining Partners hereby
jointly and severally indemnify each Exiting Partner and hold such Exiting
Partner harmless from and against any loss, claim, damage or liability (or any
action in respect thereof) to which such Exiting Partner may become subject,
insofar as such loss, claim, damage or liability arises out of or is based upon
any claim relating to the Loans.
(b) Each Exiting Partner hereby, severally and not jointly, indemnifies the
Partnership for such Exiting Partner's allocable portion (based upon its
Percentage Interest in the Partnership immediately preceding the redemption of
its Interest) of any liability of the Partnership paid after April 2, 1998 and
attributable to the business or operations of the Partnership through and
including April 2, 1998 and which was not taken into account in the
determination of the "net cash balance" portion of the Redemption Price, as
reflected on Schedule 2 hereto. It is understood and agreed that any reasonable
costs associated with the resolution of the Disputed Units, to the extent not
paid prior to April 2, 1998 (the "Resolution Costs") shall be deemed to be
Partnership liabilities subject to the foregoing indemnity; provided that the
aggregate amount of Resolution Costs covered by the foregoing indemnity shall
not exceed the Escrow Amount (as defined in the Escrow Agreement).
6. Payments from Arvida; Resolution of Disputed Units. In the event that
the Partnership receives any payments on account of the Arvida Units from and
after April 2, 1998 for amounts owed by Arvida and/or its transfer agent to the
Partnership with respect to distributions declared and paid with respect to the
Arvida Units prior to April 2, 1998, the Partnership shall promptly pay to each
Exiting Partner an amount equal to such Exiting Partner's allocable portion
(based upon its Percentage Interest in the Partnership immediately preceding the
redemption of its Interest) of such payment. The Partnership and each of the
Partners hereby acknowledge and agree that so such payments have been received
between April 2, 1998 and the date hereof. The Icahn GP shall cause the
Partnership to use commercially reasonable efforts to resolve the dispute with
Arvida concerning the Disputed Units in a manner reasonably favorable to the
Partnership and the Exiting Partners as promptly as practicable following the
date hereof.
<PAGE>
7. Survival. The provisions of Sections 1(c) and 3 through 8 of this
Redemption Agreement shall survive that execution and delivery hereof and the
redemption of the Interests of the Exiting Partners contemplated hereby.
8. Miscellaneous. This Redemption Agreement, together with the Escrow
Agreement constitutes the full understanding of the parties hereto and
supersedes all prior agreements and understandings, written or oral, with
respect to the subject matter hereof. This Redemption Agreement may not be
modified except in writing. Any waiver of a breach of any provision of this
Redemption Agreement must be in writing and shall not operate as or be construed
as a waiver of any subsequent breach. This Redemption Agreement, and the rights
and obligations of the parties hereunder, shall not be assignable by any party
hereto without the consent of the other parties. This Redemption Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. This Redemption Agreement shall be
governed by and interpreted in accordance with the laws of the State of
Delaware, without giving effect to the conflicts or choice of law provisions
thereof. This Redemption Agreement may be executed in separate counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Any party may execute this Redemption
Agreement by transmitting a copy of its signature by facsimile to the other
parties. In such event the signing party shall deliver an original of the
signature page to each of the other parties within one business day of signing,
and failure to so deliver such originals shall result in the facsimile copy of
that party's signature being treated as an original.
<PAGE>
If the foregoing correctly sets forth our understanding, please so indicate
by signing the enclosed copy of this Redemption Agreement in the space indicated
below and returning it to the undersigned, whereupon it will constitute a
binding agreement among us.
Very truly yours,
RALEIGH CAPITAL ASSOCIATES, L.P.
By: Raleigh GP Corp, General Partner
By:________________________
By: Rockland Partners, Inc., General Partner
By:________________________
By: Zephyr Partners, General Partner
By: AREH GP Inc., a general partner
By:_______________________
John Saldarelli
President
ACCEPTED AND AGREED:
EXITING PARTNERS:
RALEIGH GP CORP.
By:_____________________
APOLLO REAL ESTATE INVESTMENT FUND II, L.P.
By: Apollo Real Estate Capital Advisors II, Inc.,
its general partner
By:______________________________
[Signature Page of Redemption Agreement, dated May 15, 1998, among Raleigh
Capital Associates, L.P., Raleigh GP Corp., Apollo Real Estate Investment
Fund II, L.P., Basso Associates, L.P., Rockland Partners, Inc., Rockland
Partners, L.P., Zephyr Partners and Boreas Partners, L.P.]
BASSO ASSOCIATES, L.P.
By:____________________
ROCKLAND PARTNERS, L.P.
By: Rockland Partners, Inc., its general partner
By:____________________________
ROCKLAND PARTNERS, INC.
By:________________________
REMAINING PARTNERS:
ZEPHYR PARTNERS
By: AREH GP Inc., a general partner
By:___________________________
John Saldarelli, President
BOREAS PARTNERS, L.P.
By: Bayswater Realty and Capital Corp., general partner
By:___________________________
[Signature page of Redemption Agreement, dated May 15, 1998, among Raleigh
Capital Associates, L.P., Raleigh GP Corp., Apollo Real Estate Investment
Fund II, L.P., Basso Associates, L.P., Rockland Partners, Inc., Rockland
Partners, L.P., Zephyr Partners and Boreas Partners, L.P.]
<PAGE>
Schedule 1
<TABLE>
<S> <C> <C>
Exiting Partner Percentage Interest Redemption Price
Raleigh GP Corp. 1/3 of 1% $ 138,517.47
Rockland Partners, Inc. 1/3 of 1% $ 138,517.47
Apollo Real Estate
Investment Fund II, L.P. 39.12% $ 16,253,639.44
Basso Associates, L.P. .55% $ 229,938.99
Rockland Partners, L.P. 26.33% $ 10,942,879.80
------------------
$ 27,703,493.17
==================
</TABLE>
<PAGE>
Schedule 2
Calculation of Redemption Price
Total Number of Arvida Units 106,889.93
Price per Arvida Unit x $385
------------------
Redemption value of Arvida Units $41,152,623.05
Net cash on hand $ 402,616.70
------------------
Gross value of all partnership interests $41,555,239.75
x 66-2/3%
------------------
Aggregate Redemption Price payable to Exiting
Partners $27,703,493.17
==================
