UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 14)*
Under the Securities Exchange Act of 1934
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 22, 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
546.5601 Units
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
546.5601 Units
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546.5601 Units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14%
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
546.5601 Units**
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
546.5601 Units**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546.5601 Units**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14%
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
546.5601 Units**
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
546.5601 Units**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546.5601 Units**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14%
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
546.5601 Units**
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
546.5601 Units**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546.5601 Units**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14%
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
546.5601 Units**
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
546.5601 Units**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546.5601 Units**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14%
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
546.5601 Units**
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
546.5601 Units**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546.5601 Units**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14%
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
546.5601 Units**
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
546.5601 Units**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546.5601 Units**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14%
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.
is wholly owned by Carl C. Icahn.
<PAGE>
<PAGE>
AMENDMENT NO. 14 TO SCHEDULE 13D
This Amendment No. 14 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"), Raleigh 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(a) is hereby amended to add the following:
On December 22, 1998, Raleigh sold 106,200.4399 Units in Arvida to St. Joe
Capital II, Inc. for an aggregate purchase price of $45,666,189.16 pursuant to
the terms of the Buy/Sell Agreement dated as of November 6, 1998, among Raleigh,
Arvida/JMB Managers, Inc., The St. Joe Company and American Real Estate
Partners, L.P.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) is hereby amended to add the following:
As of December 22, 1998, after giving effect to the sale transaction
described in Item 4 above, the Reporting Persons beneficially owned 546.5601
Units in Arvida, representing approximately 0.14% of Arvida's outstanding Units
(based upon the 404,000 Units stated to be outstanding by Arvida in its Form
10-K filed with the Securities and Exchange Commission on March 31, 1998).
Item 5(c) is hereby amended to add the following:
The paragraph set forth under Item 4 of this Amendment No. 14 is hereby
incorporated herein by reference.
Item 5(e) is hereby amended to add the following:
On December 22, 1998, the Reporting Persons ceased to be the beneficial
owner of more than five percent of the Units.
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. 14 is hereby
incorporated herein by reference.
<PAGE>
<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 23, 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. 14 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. 14 to Schedule 13D
re ARVIDA/JMB PARTNERS, L.P.]
