<PAGE> 1
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ARVIDA/JMB PARTNERS, L.P.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Limited Partnership Interest and Assignments of Interest Therein
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
None
- --------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
William E. Donnelly, Esq.
McGuire, Woods, Battle & Boothe, LLP
Washington Square
1050 Connecticut Avenue, N.W.
Suite 1200
Washington, D.C. 20036
(202) 857-1735
- --------------------------------------------------------------------------------
(NAME, ADDRESS, 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 if filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box. / /
<PAGE> 2
- ------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SWAMP HALL PROPERTIES, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
51-0385980
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) /X /
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC- (see Item 3)
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
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-0-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-106,200.4399 UNITS-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-0-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-106,200.4399 UNITS-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-106,200.4399 UNITS-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3%
14. TYPE OF REPORTING PERSON
PN
2
<PAGE> 3
- -----------------------------------------------------------------------
1. NAME OF REPORTING PERSON
Alfred I. duPont Testamentary Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
59-0226560
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) /X /
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-0-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-106,200.4399 UNITS-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-0-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-106,200.4399 UNITS-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-106,200.4399 UNITS-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3%
14. TYPE OF REPORTING PERSON
OO
3
<PAGE> 4
- -----------------------------------------------------------------------
1. NAME OF REPORTING PERSON
The Nemours Foundation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
59-0634433
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) /X /
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-0-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-106,200.4399 UNITS-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-0-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-106,200.4399 UNITS-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-106,200.4399 UNITS-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3%
14. TYPE OF REPORTING PERSON
OO
4
<PAGE> 5
- -----------------------------------------------------------------------
1. NAME OF REPORTING PERSON
Winfred L. Thornton
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) /X /
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-0-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-106,200.4399 UNITS-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-0-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-106,200.4399 UNITS-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-106,200.4399 UNITS-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3%
14. TYPE OF REPORTING PERSON
IN
5
<PAGE> 6
- -----------------------------------------------------------------------
1. NAME OF REPORTING PERSON
Jacob C. Belin
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) /X /
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-0-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-106,200.4399 UNITS-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-0-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-106,200.4399 UNITS-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-106,200.4399 UNITS-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3%
14. TYPE OF REPORTING PERSON
IN
6
<PAGE> 7
- -----------------------------------------------------------------------
1. NAME OF REPORTING PERSON
W.T. Thompson, III
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) /X /
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-0-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-106,200.4399 UNITS-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-0-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-106,200.4399 UNITS-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-106,200.4399 UNITS-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3%
14. TYPE OF REPORTING PERSON
IN
7
<PAGE> 8
- -----------------------------------------------------------------------
1. NAME OF REPORTING PERSON
Hugh M. Durden
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) /X /
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-0-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-106,200.4399 UNITS-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-0-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-106,200.4399 UNITS-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-106,200.4399 UNITS-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3%
14. TYPE OF REPORTING PERSON
IN
8
<PAGE> 9
- -----------------------------------------------------------------------
1. NAME OF REPORTING PERSON
John F. Porter, III
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) /X /
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-0-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-106,200.4399 UNITS-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-0-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-106,200.4399 UNITS-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-106,200.4399 UNITS-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3%
14. TYPE OF REPORTING PERSON
IN
9
<PAGE> 10
- -----------------------------------------------------------------------
1. NAME OF REPORTING PERSON
Herbert H. Peyton
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) /X /
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-0-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-106,200.4399 UNITS-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-0-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-106,200.4399 UNITS-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-106,200.4399 UNITS-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3%
14. TYPE OF REPORTING PERSON
IN
10
<PAGE> 11
Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to units of
limited partnership interest (the "Units") of Arivda/ JMB Partners, L.P., a
Delaware Limited Partnership (the "Issuer"). The principal executive offices
of the Issuer are located at 900 North Michigan Avenue, Chicago, IL 60611.
Item 2. Identity and Background
a-c. This Schedule is being filed on behalf of Swamp Hall Properties, L.P.,
a Delaware Limited Partnership, ("Swamp Hall"). Swamp Hall's principal business
is to hold debt or equity securities of all types. The business address of
Swamp Hall is 1600 Rockland Road, Wilmington, Delaware 19803.
The general partner of Swamp Hall is the Rockland Company, a Delaware
Corporation (the "General Partner".) The principal business of the General
Partner is to exercise the powers and perform the duties of the general partner
of Swamp Hall. All of the outstanding stock in the General Partner is owned by
the Alfred I. duPont Testamentary Trust (the "Trust"). In addition, the Trust
is the sole limited partner of Swamp Hall.
The Trustees of the Trust are J.C. Belin, Herbert Peyton, John Porter, W.T.
Thompson, III, W.L. Thornton and Hugh M. Durden on behalf of Wachovia Bank,
N.A., a subsidiary of Wachovia Corporation, as Corporate trustee (collectively,
the "Trustees"). A majority of the Trustees have the power to elect the
directors of the General Partner. In addition, the Trustees constitute the
entire Board of Directors of the Nemours Foundation (the "Foundation") and
therefore, have voting and dispositive power over the shares of the Parent held
of record by the Foundation.
d. During the past five years, neither Swamp Hall, the General Partner, the
Trust, the Trustees nor the Foundation have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
e. During the past five years, neither Swamp Hall, the General Partner, the
Trust, the Trustees nor the Foundation have been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or a finding of any violation with respect
to such laws.
f. All of the Trustees are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Swamp Hall owns 49,643,292 shares of the common stock of the St. Joe
Company, a Florida Corporation (the "Parent"), representing 56.34%(1) of the
Common Stock of the Parent. The Trust has the limited partnership interest in
Swamp Hall and the General Partner has the general partnership interest in Swamp
- -----------------
(1) This percentage is based on the number of shares issued and outstanding on
March 12, 1999 as reported in the Parent's Annual Report on Form 10-K, dated
March 30, 1999, the Parent's last public announcement as to the number of its
shares of outstanding common stock.
11
<PAGE> 12
Hall. All of the issued and outstanding stock in the General Partner is owned
by the Trust. The Parent and the Purchaser own 106,200.4399 units of the
limited partnership interest of the Issuer (the "Units"), representing 26.3% of
the outstanding Units. According to a statement on Schedule 13D filed by the
Parent and its wholly-owned subsidiary, St. Joe Capital, II (the "Purchaser")
with the Securities and Exchange Commission on December 24, 1998, the Parent
and the Purchaser purchased 106,200.4399 Units of the Issuer for $45,666,189 in
cash of the Parent on December 22, 1998. As a result of this transaction, and
Swamp Hall's ownership of 56.34% of the outstanding common stock of the Parent,
Swamp Hall, the Trust and the Trustees may be deemed to be each the beneficial
owner of 106,200.4399 Units of the Issuer.
Item 4. Purpose of Transaction
Swamp Hall acquired the common stock of the Parent and beneficial ownership
of the Units of the Issuer reported herein for investment purposes. Although
Swamp Hall intends to exercise its rights as majority stockholder of the
Parent, neither Swamp Hall, the Trust, the Trustees nor the Foundation
currently have any plans or proposals which relate to or would result in: (a)
the acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization
or dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's articles of
incorporation, constitution, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be deleted from a
national securities exchange or to cease to be authorized or quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act;
or (j) any action similar to any of those enumerated above.
In the future, Swamp Hall and/or the Trust, the Trustees or the Foundation
may determine to purchase additional shares of the Parent's Common Stock or the
Issuer's Units(or other securities of the Issuer or the Parent) or Swamp Hall
and/or the Trust, the Trustees or the Foundation may determine to sell Units of
the Issuer or shares of the Parent's Common Stock. Any such determination will
depend on a number of factors, including market prices, the Issuer's or the
Parent's prospects and alternative investments.
Item 5. Interest in Securities of the Issuer
a. Each of Swamp Hall, the General Partner, the Trust and the Trustees
(the "Reporting Persons") beneficially owns an aggregate of 26.3% of the
outstanding Units.
b. The Trustees, by virtue of their power to elect the directors of the
General Partner of Swamp Hall and their status as directors of the Foundation
have the power to vote or direct the vote and the power to dispose or direct
the
12
<PAGE> 13
disposition of the 106,200.4399 Units of the Issuer owned by the Parent and
Purchaser.
c. There have been no transactions in the Issuer's limited partnership
units that were effected by or on the behalf of the Reporting Persons or, to
the best knowledge of the Reporting Persons, any director or executive officer
of any of the Reporting Persons in the past 60 days.
d. No person or entity other than the Parent and the Purchaser has the
right to receive, or the power to direct the receipt of, dividends from, or the
proceeds from the sale of, the Units owned by the Parent and the Purchaser.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
As of the date of this Schedule, neither Swamp Hall, the Trust, the
Foundation nor any of the Trustees is a party to any contract, arrangement,
understanding or relationship among themselves or with any other person with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any of the Units, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, the giving or withholding of proxies, or otherwise subject to a
contingency the occurrence of which would give another person voting or
investment power over the Units.
Item 7. Material to be Filed as Exhibits
Agreement among Reporting Person dated April 3, 1999 for the filing of a
single Schedule 13D pursuant to Rule 13d-1(k)(1).
- --------------------------------------------------------------------------------
EXHIBIT INDEX
Exhibit 1 Agreement among reporting persons dated April 3, 1999.
Exhibit 1
AGREEMENT AMONG REPORTING PERSONS
THIS AGREEMENT is made and entered into by and among W.L. Thornton
("Thornton"), Jacob C. Belin ("Belin"), Hugh M. Durden ("Durden"), John F.
Porter, III ("Porter"), William T. Thompson III ("Thompson"), Herbert H. Peyton
("Peyton"), Swamp Hall Properties, L.P. (the "Partnership"), the Alfred I.
duPont Testamentary Trust (the "Trust") and The Nemours Foundation (the
"Foundation").
W I T N E S S E T H:
WHEREAS, each of the parties hereto may be deemed to beneficially own
units of limited partnership interest ("Units") of Arvida/JMB Partners,
L.P.(the "Issuer");
13
<PAGE> 14
WHEREAS, each of the parties hereto desires to file a single Schedule 13D
indicating the beneficial ownership of each party; and
WHEREAS, Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934
(the "Act") requires that, when a Schedule 13D is filed on behalf of more than
one person, the Schedule 13D shall include as an exhibit to the Schedule 13D an
agreement in writing of such persons that the Schedule 13D is filed on behalf
of each of them;
NOW, THEREFORE, in consideration of the premises and the mutual promises
of the parties hereto, the parties hereto covenant and agree as follows:
1. Thornton, Belin, Durden, Porter, Thompson, Peyton, the
Partnership, the Trust and the Foundation agree that a single Schedule 13D and
any amendments thereto relating to the Units of the Issuer shall be filed on
behalf of each of them.
2. Thornton, Belin, Durden, Porter, Thompson, Peyton, the Partnership,
the Trust and the Foundation each acknowledge and agree that pursuant to Rule
13d-1(k)(1) under the Act each of them is individually responsible for the
timely filing of such Schedule 13D and any amendments thereto and for the
completeness and accuracy of the information contained therein.
3. This Agreement shall not be assignable by any party hereto.
4. This Agreement shall be terminated only upon the first to occur
of the following: (a) the death of any of the individual parties hereto, (b)
the dissolution, termination or settlement of the Partnership, the Trust or the
Foundation or (c) a written notice of termination given by any party hereto to
all of the other parties hereto.
5. This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original copy hereof, but all of which together
shall constitute a single instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 3rd day of April, 1999.
14
<PAGE> 15
Swamp Hall Properties, L.P.
By:/s/John F. Porter, III
---------------------------------------
John F. Porter, III, President of
` The Rockland Company, the managing general partner of
Swamp Hall Properties, L.P.
(Duly Authorized Representative)
/s/ Winfred L. Thornton
---------------------------
(Signature)
Winfred L. Thornton
---------------------------
(Name)
/s/ Jacob C. Belin
---------------------------
(Signature)
Jacob C. Belin
---------------------------
(Name)
/s/ William T. Thompson III
----------------------------
(Signature)
William T. Thompson III
-------------------------------
(Name)
/s/ Hugh M. Durden
---------------------------
(Signature)
Hugh M. Durden
---------------------------
(Name)
/s/ John F. Porter III
---------------------------
(Signature)
John F. Porter III
---------------------------
(Name)
15
<PAGE> 16
/s/ Herbert H. Peyton
------------------------------------
(Signature)
Herbert H. Peyton
------------------------------------
(Name)
Alfred I. duPont Testamentary Trust
------------------------------------
(Name of Trust)
/s/ Winfred L. Thornton
------------------------------------
(Signature)
Winfred L. Thornton
------------------------------------
(Name)
Chairman
------------------------------------
(Title)
The Nemours Foundation
------------------------------------
(Name of Foundation)
/s/ Jacob C. Belin
------------------------------------
(Signature)
Jacob C. Belin
------------------------------------
(Name)
Chairman
------------------------------------
(Title)
16
<PAGE> 17
SIGNATURE
After reasonable inquiry and to the best of the knowledge
and belief of the undersigned, the undersigned certifies that the
information set forth in this Statement on Schedule 13D is true,
complete and correct.
Swamp Hall Properties, L.P.
By:/s/John F. Porter, III
---------------------------------------
John F. Porter, III, President of
` The Rockland Company, the managing general partner of
Swamp Hall Properties, L.P.
(Duly Authorized Representative)
SIGNATURE
After reasonable 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.
March 30, 1999
---------------------------
(Date)
/s/ Winfred L. Thornton
---------------------------
(Signature)
Winfred L. Thornton
---------------------------
(Name)
SIGNATURE
After reasonable 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.
April 1, 1999
---------------------------
(Date)
/s/ Jacob C. Belin
---------------------------
(Signature)
Jacob C. Belin
---------------------------
(Name)
17
<PAGE> 18
SIGNATURE
After reasonable 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.
April 3, 1999
---------------------------
(Date)
/s/ William T. Thompson III
---------------------------
(Signature)
William T. Thompson III
---------------------------
(Name)
SIGNATURE
After reasonable 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.
April 3, 1999
---------------------------
(Date)
/s/ Hugh M. Durden
---------------------------
(Signature)
Hugh M. Durden
---------------------------
(Name)
SIGNATURE
18
<PAGE> 19
After reasonable 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.
April 3, 1999
---------------------------
(Date)
/s/ John F. Porter III
---------------------------
(Signature)
John F. Porter III
---------------------------
(Name)
SIGNATURE
After reasonable 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.
March 31, 1999
---------------------------
(Date)
/s/ Herbert H. Peyton
---------------------------
(Signature)
Herbert H. Peyton
---------------------------
(Name)
SIGNATURE
After reasonable 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.
April 3, 1999
-------------------------------------
(Date)
Alfred I. duPont Testamentary Trust
------------------------------------
(Name of Trust)
19
<PAGE> 20
/s/ Winfred L. Thornton
------------------------------------
(Signature)
Winfred L. Thornton
------------------------------------
(Name)
Chairman
------------------------------------
(Title)
SIGNATURE
After reasonable 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.
April 1, 1999
-------------------------------------
(Date)
The Nemours Foundation
------------------------------------
(Name of Foundation)
/s/ Jacob C. Belin
------------------------------------
(Signature)
Jacob C. Belin
------------------------------------
(Name)
Chairman
------------------------------------
(Title)
Date: April 3, 1999
20
