<PAGE> 1
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D (Amendment No. 1)
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)
September 30, 1999
- --------------------------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS AMENDMENT)
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. / /
2
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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
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
-0-
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
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14. TYPE OF REPORTING PERSON
PN
3
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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
4
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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
5
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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
6
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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
7
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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
8
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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
9
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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
10
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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
11
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Item 1. Security and Issuer
This amendment No.1 to Schedule 13D (the "Amendment") relates to units of
limited partnership interest (the "Units") of Arvida/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 Amendment is being filed on behalf of Swamp Hall Properties,
L.P., a Delaware Limited Partnership ("Swamp Hall") and certain entities and
person identified below who are or may be deemed to be in control of the
Partnership. 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 5. Interest in Securities of the Issuer
a-c. As of September 30, 1999, Swamp Hall as a part of a liquidating
distribution, distributed to the Trust 49,643,292 shares of the common stock of
The St. Joe Company (the "Parent"), representing 57.01 % of the common stock of
the Parent. As a result of this transaction the Trust directly and beneficially
owns 49,643,492 shares of common stock of the Parent. The Parent and St. Joe
Capital, II (the "Purchaser") own 106,200.4399 units of the limited partnership
interest of the Issuer (the "Units"), representing 26.3% of the outstanding
12
<PAGE> 12
Units. As a result of this transaction each of the Trust and the Trustees (the
"Reporting Persons") beneficially owns an aggregate of 26.3% of the outstanding
Units. The Trustees, by virtue of their status as Trustees of the Trust and as
directors of the Foundation have the power to vote or direct the vote and the
power to dispose or direct the disposition of the 106,200.4399 Units of the
Issuer owned by the Parent and Purchaser. 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.
13
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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
Amendment to 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 Amendment to Schedule 13D is
true, complete and correct.
October 27, 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 Amendment to Schedule 13D is
true, complete and correct.
October 27, 1999
---------------------------
(Date)
/s/ Jacob C. Belin
---------------------------
(Signature)
Jacob C. Belin
---------------------------
(Name)
14
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment to Schedule 13D is
true, complete and correct.
October 27, 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 Amendment to Schedule 13D is
true, complete and correct.
October 27, 1999
---------------------------
(Date)
/s/ Hugh M. Durden
---------------------------
(Signature)
Hugh M. Durden
---------------------------
(Name)
15
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment to Schedule 13D is
true, complete and correct.
October 27, 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 Amendment to Schedule 13D is
true, complete and correct.
October 27, 1999
---------------------------
(Date)
/s/ Herbert H. Peyton
---------------------------
(Signature)
Herbert H. Peyton
---------------------------
(Name)
16
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment to Schedule 13D is
true, complete and correct.
October 27, 1999
-------------------------------------
(Date)
Alfred I. duPont Testamentary Trust
------------------------------------
(Name of Trust)
/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 Amendment to Schedule 13D is
true, complete and correct.
October 27, 1999
-------------------------------------
(Date)
The Nemours Foundation
------------------------------------
(Name of Foundation)
/s/ Jacob C. Belin
------------------------------------
(Signature)
Jacob C. Belin
------------------------------------
(Name)
Chairman
------------------------------------
(Title)
Date: October 27, 1999
17
