OMB APPROVAL
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SECURITIES AND EXCHANGE COMMISSIExpires: October 31, 1994
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 9)*
ARVIDA/JMB PARTNERS, L.P.
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(Name of Issuer)
Limited Partnership Interests and Assignee Interests Therein
(Title of Class of Securities)
None
(CUSIP Number)
Michael L. Ashner
Raleigh Capital Associates L.P.
100 Jericho Quadrangle, Suite 214
Jericho, New York 11735-2717
(516) 822-0022
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 1, 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 //.
Check the following box if a fee is being paid with the statement //. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2)has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such class.) (See Rule
13d-7.)
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.
(Continued on following pages)
SCHEDULE 13D
*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>
This Amendment No. 9 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., Rockland Partners, Inc.
and Zephyr Partners on August 6, 1996, which constituted the initial filing on
Schedule 13D under Section 13(d) of the Act, and Amendment Nos. 1, 2, 3, 4, 5,
6, 7 and 8 to Schedule 13D filed by such entities ("Amendment Nos. 1, 2, 3, 4,
5, 6, 7 and 8"). Capitalized terms used but not defined herein have the meanings
ascribed to them in the Final Amendment and Amendment Nos. 1, 2, 3, 4, 5, 6, 7
and 8.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Item 6 is hereby supplemented and amended as follows:
On April 2, 1998, Apollo Real Estate Investment Fund II, L.P., Basso
Associates, L.P. and Raleigh GP Corp. (collectively, the "Apollo Partners") sent
notice (the "Buy/Sell Notice") to each of the other partners in Raleigh Capital
(the "Receiving Partners") that pursuant to the terms of the Limited Partnership
Agreement of Raleigh Capital (the "Partnership Agreement"), the Apollo Partners
were exercising their right to make an offer to purchase the interests in
Raleigh Capital of the Receiving Partners. Pursuant to the terms of the
Partnership Agreement, the Receiving Partners have a period of thirty days to
elect to either sell their interest in Raleigh Capital to the Apollo Partners,
or purchase the Apollo Partners' interest in Raleigh Capital, in each case on
the terms set forth in the Buy/Sell Notice.
Upon the expiration of the applicable thirty day period, Rockland Partners,
Inc. and Rockland Partners, L.P. (the "Rockland Partners") elected to sell their
interest in Raleigh Capital pursuant to the terms of the Buy/Sell Notice and
Zephyr Partners and Boreas Associates, L.P. (the "Electing Partners") have
exercised their right to acquire the Apollo Partners' and the Rockland Partners'
interest in Raleigh Capital. Upon the closing of the transaction, Raleigh
Capital will redeem the interests of the Apollo Partners and the Rockland
Partners. Accordingly, the Electing Partners will be the only partners of
Raleigh Capital and will have the entire beneficial interest in the Arvida Units
owned by Raleigh Capital.
<PAGE>
Signatures
After due 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.
Dated: May 7, 1998 RALEIGH CAPITAL ASSOCIATES L.P.
By: Raleigh GP Corp., General Partner
By: /s/ Peter Braverman
Name: Peter Braverman
Title: Vice President
By: ROCKLAND PARTNERS, INC.,
General Partner
By: /s/ Jonathan H. Paul
Name: Jonathan H. Paul
Title: Vice President
By: 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
RALEIGH GP CORP.
By: /s/ Peter Braverman
Name: Peter Braverman
Title: Vice President
<PAGE>
Signatures
After due 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.
Dated: May 7, 1998 ROCKLAND PARTNERS, INC.
By: /s/ Jonathan H. Paul
Name: Jonathan H. Paul
Title: Vice 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
