ARVIDA JMB PARTNERS L P, 10-Q, 1999-11-15

ARVIDA JMB PARTNERS L P
10-Q, 1999-11-15
OPERATIVE BUILDERS

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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the quarter ended
September 30, 1999 Commission file #0-16976

ARVIDA/JMB PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

Delaware 36-3507015
(State of organization) (IRS Employer Identification No.)

900 N. Michigan Avenue., Chicago, IL 60611
(Address of principal executive office) (Zip Code)

Registrant's telephone number, including area code 312/440-4800

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such a shorter period that
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]

<PAGE>

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

Item 1. Financial Statements . . . . . . . . . . . . . . . 3

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . 17

PART II OTHER INFORMATION

Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . 23

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 26

<PAGE>

<TABLE>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 1999 (UNAUDITED) AND DECEMBER 31, 1998

ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- -----------
<S> <C> <C>

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . $ 14,790,514 82,103,559
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,850,834 13,337,171
Trade and other accounts receivable (net of allowance for
doubtful accounts of $122,565 at September 30, 1999 and
$198,548 at December 31, 1998). . . . . . . . . . . . . . . . . . . . 54,489,880 13,989,093
Real estate inventories . . . . . . . . . . . . . . . . . . . . . . . . 166,346,501 160,922,604
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . 13,185,521 33,816,203
Property and equipment held for disposition or sale . . . . . . . . . . 15,187,186 --
Investments in and advances to joint ventures, net. . . . . . . . . . . 1,299,307 1,217,327
Equity memberships. . . . . . . . . . . . . . . . . . . . . . . . . . . 1,912,528 2,175,510
Amounts due from affiliates, net. . . . . . . . . . . . . . . . . . . . 987,703 1,438,690
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . 5,768,629 7,367,323
------------ ------------

Total assets. . . . . . . . . . . . . . . . . . . . . . . . . $297,818,603 316,367,480
============ ============

<PAGE>

ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED BALANCE SHEETS (CONTINUED)

LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------

SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- -----------

Liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 22,091,968 16,447,904
Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,718,083 27,655,567
Accrued expenses and other liabilities. . . . . . . . . . . . . . . . 19,222,642 16,151,679
Notes and mortgages payable, net. . . . . . . . . . . . . . . . . . . 30,565,173 46,341,804
------------ ------------

Commitments and contingencies

Total liabilities . . . . . . . . . . . . . . . . . . . . . . 109,597,866 106,596,954
------------ ------------

Partners' capital accounts:
General Partner and Associate Limited Partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative net income . . . . . . . . . . . . . . . . . . . . . . . 46,838,977 45,828,157
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (45,246,973) (41,315,975)
------------ ------------
1,612,004 4,532,182
------------ ------------
Limited Partners:
Capital contributions, net of offering costs. . . . . . . . . . . . 364,841,815 364,841,815
Cumulative net income . . . . . . . . . . . . . . . . . . . . . . . 190,515,133 138,414,099
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (368,748,215) (298,017,570)
------------ ------------
186,608,733 205,238,344
------------ ------------
Total partners' capital accounts. . . . . . . . . . . . . . . 188,220,737 209,770,526
------------ ------------

Total liabilities and partners' capital . . . . . . . . . . . $297,818,603 316,367,480
============ ============

<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

<PAGE>

<TABLE> ARVIDA/JMB PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1999 1998 1999 1998
----------- ---------- ------------ -----------
<S> <C> <C> <C> <C>
Revenues:
Housing . . . . . . . . . . . . . . . . . . . . $69,968,421 53,110,915 216,160,801 152,689,387
Homesites . . . . . . . . . . . . . . . . . . . 3,668,494 4,570,600 7,429,458 9,491,598
Land and property . . . . . . . . . . . . . . . 9,334,832 9,039,152 16,431,608 25,135,478
Operating properties. . . . . . . . . . . . . . 3,488,578 4,801,538 12,594,910 15,295,804
Brokerage and other operations. . . . . . . . . 1,622,327 8,096,875 25,019,427 22,227,882
----------- ----------- ------------ ------------
Total revenues. . . . . . . . . . . . . . 88,082,652 79,619,080 277,636,204 224,840,149
----------- ----------- ------------ ------------
Cost of revenues:
Housing . . . . . . . . . . . . . . . . . . . . 55,715,933 44,021,504 172,278,622 122,806,287
Homesites . . . . . . . . . . . . . . . . . . . 2,427,774 3,027,011 4,868,159 6,200,410
Land and property . . . . . . . . . . . . . . . 5,406,283 6,823,150 9,565,579 14,935,486
Operating properties. . . . . . . . . . . . . . 3,767,841 4,316,313 12,089,893 13,648,695
Brokerage and other operations. . . . . . . . . 1,644,794 6,887,423 14,392,374 19,694,190
----------- ----------- ------------ ------------
Total cost of revenues. . . . . . . . . . 68,962,625 65,075,401 213,194,627 177,285,068
----------- ----------- ------------ ------------
Gross operating profit. . . . . . . . . . . . . . 19,120,027 14,543,679 64,441,577 47,555,081
Selling, general and administrative expenses. . . (4,936,843) (4,716,514) (12,722,380) (13,063,886)
----------- ----------- ------------ ------------
Net operating income. . . . . . . . . . . 14,183,184 9,827,165 51,719,197 34,491,195

Interest income . . . . . . . . . . . . . . . . . 575,081 923,626 2,287,224 2,690,942
Equity in earnings (losses) of unconsolidated
ventures. . . . . . . . . . . . . . . . . . . . 324,116 (24,776) 999,939 199,326
Interest and real estate taxes, net . . . . . . . (523,701) (841,815) (1,894,506) (2,636,652)
----------- ----------- ------------ ------------
Net income. . . . . . . . . . . . . . . . $14,558,680 9,884,200 53,111,854 34,744,811
=========== =========== ============ ============
Net income per Limited Partnership
Interest. . . . . . . . . . . . . . . . $ 34.49 21.51 128.96 79.05
=========== =========== ============ ============
Cash distributions per Limited
Partnership Interest. . . . . . . . $ 30.00 50.00 175.08 125.06
=========== =========== ============ ============
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)

<CAPTION>
1999 1998
------------ -----------
<S> <C> <C>
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 53,111,854 34,744,811
Charges (credits) to net income not requiring (providing) cash:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . 2,484,720 2,694,269
Equity in earnings of unconsolidated ventures . . . . . . . . . . . . . . (999,939) (199,326)
Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . . (54,806) (3,027)
(Gain) loss on sale or disposition of property and equipment. . . . . . . (2,475,754) 4,992
Gain on disposition of joint venture interest . . . . . . . . . . . . . . -- (450,546)
Changes in:
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,513,663) (3,047,611)
Trade and other accounts receivable . . . . . . . . . . . . . . . . . . . (40,445,981) (37,846,677)
Real estate inventories:
Additions to real estate inventories. . . . . . . . . . . . . . . . . . (172,003,967) (130,182,445)
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171,822,838 135,012,376
Capitalized interest. . . . . . . . . . . . . . . . . . . . . . . . . . (2,897,743) (4,774,839)
Capitalized real estate taxes . . . . . . . . . . . . . . . . . . . . . (2,345,025) (2,868,587)
Equity memberships. . . . . . . . . . . . . . . . . . . . . . . . . . . . 262,982 2,174,160
Amounts due from affiliates, net. . . . . . . . . . . . . . . . . . . . . 450,987 (220,990)
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . 949,730 (194,199)
Accounts payable, accrued expenses and other liabilities. . . . . . . . . 8,800,554 8,944,211
Deposits and unearned income. . . . . . . . . . . . . . . . . . . . . . . 10,062,516 15,507,885
------------ -----------
Net cash provided by operating activities . . . . . . . . . . . . 16,209,303 19,294,457
------------ -----------
Cash flows from investing activities:
Mortgages receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . -- 379,850
Acquisitions of property and equipment. . . . . . . . . . . . . . . . . . (1,003,119) (2,192,008)
Proceeds from sales of property and equipment . . . . . . . . . . . . . . 7,086,613 3,215
Joint venture distributions . . . . . . . . . . . . . . . . . . . . . . . 832,431 191,519
Proceeds from sale of joint venture interest. . . . . . . . . . . . . . . -- 1,670,976
------------ -----------
Net cash provided by investing activities . . . . . . . . . . . . 6,915,925 53,552
------------ -----------

<PAGE>

ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

1999 1998
------------ -----------
Cash flows from financing activities:
Proceeds from notes and mortgages payable . . . . . . . . . . . . . . . . -- 10,861,501
Payments of notes and mortgages payable . . . . . . . . . . . . . . . . . (15,776,630) (22,679,174)
Distributions to General Partner and Associate Limited Partners . . . . . (3,930,998) (2,807,742)
Distributions to Limited Partners . . . . . . . . . . . . . . . . . . . . (70,730,645) (50,522,687)
------------ -----------
Net cash used in financing activities . . . . . . . . . . . . . . (90,438,273) (65,148,102)
------------ -----------

Decrease in Cash and cash equivalents . . . . . . . . . . . . . . . . . . . (67,313,045) (45,800,093)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . . . . . 82,103,559 79,411,195
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . . . . . $ 14,790,514 33,611,102
============ ===========

Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest, net of amounts
capitalized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- 210,072
============ ===========
Non-cash investing and financing activities . . . . . . . . . . . . . . . $ -- --
============ ===========

<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

<PAGE>

ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)

Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1998,
which are included in the Partnership's 1998 Annual Report on Form 10-K
(File No. 0-16976) filed on March 31, 1999, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report. Capitalized terms
used but not defined in this quarterly report have the same meanings as in
the Partnership's 1998 Annual Report.

GENERAL

Capitalized Interest and Real Estate Taxes

Interest, including the amortization of loan fees, of $2,897,743 and
$4,774,839 was incurred for the nine months ended September 30, 1999 and
1998, respectively, all of which was capitalized. Interest payments,
including amounts capitalized, of $2,565,635 and $4,984,911 were made
during the nine months ended September 30, 1999 and 1998, respectively.
Interest, including the amortization of loan fees, of $898,708 and
$1,565,027 was incurred for the three months ended September 30, 1999 and
1998, respectively, all of which was capitalized. Interest payments,
including amounts capitalized, of $695,569 and $1,550,078 were made during
the three months ended September 30, 1999 and 1998, respectively. The
decrease in interest incurred and paid during the three and nine month
periods ended September 30, 1999 as compared to the same periods in 1998 is
due primarily to the overall decrease in the average amount of debt
outstanding during the periods.

Real estate taxes of $4,239,531 and $5,505,239 were incurred for the
nine months ended September 30, 1999 and 1998, respectively, of which
$2,345,025 and $2,868,587 were capitalized, respectively. Real estate tax
payments of $630,586 and $379,910 were made during the nine months ended
September 30, 1999 and 1998, respectively. In addition, real estate tax
reimbursements totaling $238,498 and $280,634 were received from the
Partnership's escrow agent during the nine months ended September 30, 1999
and 1998, respectively. Real estate taxes of $1,389,119 and $1,910,820
were incurred for the three months ended September 30, 1999 and 1998,
respectively, of which $865,418 and $1,069,005 were capitalized,
respectively. Real estate tax payments of $199,100 and $190,233 were made
during the three months ended September 30, 1999 and 1998, respectively.
In addition, real estate tax reimbursements totaling $40,050 and $13,528,
were received from the Partnership's escrow agent during the three months
ended September 30, 1999 and 1998, respectively. The preceding analysis of
real estate taxes does not include real estate taxes incurred or paid with
respect to the Partnership's club facilities and other operating properties
as these taxes are included in cost of revenues for operating properties.

Property and Equipment and Other Assets

Depreciation expense of $1,835,756 and $2,211,524 was incurred for the
nine months ended September 30, 1999 and 1998, respectively. Amortization
of other assets, excluding loan fees, of $345,714 and $295,245 was incurred
for the nine months ended September 30, 1999 and 1998, respectively.
Amortization of loan fees, which is included in interest expense, of
$303,250 and $187,500 was incurred for the nine months ended September 30,
1999 and 1998, respectively. Depreciation expense of $580,731 and $749,288

<PAGE>

was incurred for the three months ended September 30, 1999 and 1998,
respectively. Amortization of other assets, excluding loan fees, of
$148,884 and $98,415 was incurred for the three months ended September 30,
1999 and 1998, respectively. Amortization of loan fees, which is included
in interest expense, of $178,250 and $62,500 was incurred for each of the
three months ended September 30, 1999 and 1998, respectively.

Partnership Distributions

During August 1999, the Partnership made a distribution for 1999 of
$12,120,000 to its Holders of Interests ($30.00 per Interest) and $673,326
to the General Partner and Associate Limited Partners, collectively.
During February 1999, the Partnership made a distribution for 1998 of
$58,580,000 to its Holders of Interest ($145.00 per Interest) and
$3,254,407 to the General Partner and Associate Limited Partners,
collectively. In addition, during 1999, distributions totaling $30,645
(approximately $.08 per Interest) and $3,265 were deemed to be paid to the
Holders of Interests and to the General Partner and Associate Limited
Partners, respectively, as such amounts were remitted to North Carolina tax
authorities on their behalf for the 1998 non-resident withholding tax.
These distributions are the primary cause for the decrease in Cash and cash
equivalents on the accompanying consolidated balance sheets at September
30, 1999 as compared to December 31, 1998.

Reclassifications

Certain reclassifications have been made to the 1998 financial
statements to conform to the 1999 presentation.

NOTES AND MORTGAGES PAYABLE

At September 30, 1999, the balances outstanding on the term loan, the
revolving line of credit and the letter of credit facility were
approximately $27,500,000, $0 and $867,000, respectively. For the nine
month period ended September 30, 1999, the combined effective interest rate
for the Partnership's credit facilities, including the amortization of loan
origination fees, and the effect of the interest rate swap agreements was
approximately 9.0% per annum.

In February 1999, the Partnership closed on a line of credit with a
borrowing capacity of $23,150,000 to be drawn upon if necessary to fund
construction of the final building at Arvida's Grand Bay. However,
construction of this building was funded with cash generated by the
Partnership's operations, and in September 1999, the Partnership informed
the lender it would not draw funds under this line of credit and requested
a Release of Mortgage in satisfaction of the loan.

INVESTMENTS IN AND ADVANCES TO JOINT VENTURES

In March 1999, the Pompano Park Joint Venture closed on the sale of
its commercial/industrial property on an "as is" basis to an unaffiliated
third party for a sale price of $2.9 million. The net closing proceeds
totaling approximately $2.7 million were disbursed to the joint venture's
lender in full satisfaction of the remaining balance outstanding on the
mortgage loan encumbering the property. As a result of the property's
sale, the joint venture and the Partnership have no future obligation to
the purchaser to fund costs related to the environmental clean-up of this
property. With respect to the environmental issues, the clean-up, which
began in July 1994, is in a "monitoring only" phase pursuant to an informal
arrangement with state environmental officials. There are no assurances
that further clean-up will not be required. If further action is required
and the previous owner is unable to fulfill all its obligations as they
relate to this environmental issue, the joint venture and ultimately the
Partnership may be obligated to the state for such costs. Should this
occur, the Partnership does not anticipate the cost of this clean-up to be
material to its operations.

<PAGE>

TRANSACTIONS WITH AFFILIATES

The Partnership, subject to certain limitations, may engage affiliates
of the General Partner for insurance brokerage and certain other
administrative services to be performed in connection with the
administration of the Partnership and its assets. The total of such costs
for the nine months ended September 30, 1999 was approximately $227,000,
all of which was paid as of September 30, 1999. The total of such costs
for the nine months ended September 30, 1998 was approximately $224,000.
In addition, the General Partner and its affiliates are entitled to
reimbursements for salaries and salary-related costs relating to the
administration of the Partnership and the operation of the Partnership's
properties. Such costs were approximately $230,300 and $195,100 for the
nine months ended September 30, 1999 and 1998, respectively, all of which
were paid as of September 30, 1999.

The Partnership receives reimbursements from or reimburses other
affiliates of the General Partner engaged in real estate activities for
certain general and administrative costs including, and without limitation,
salary and salary-related costs relating to work performed by employees of
the Partnership and certain out-of-pocket expenditures incurred on behalf
of such affiliates. For the nine month period ended September 30, 1999,
the amount of such costs incurred by the Partnership on behalf of these
affiliates totaled approximately $598,500. At September 30, 1999, approxi-
mately $63,500 was owed to the Partnership, all of which was received as of
October 29, 1999. For the nine month period ended September 30, 1998, the
Partnership was entitled to reimbursements of approximately $241,900.

In November 1997, The St. Joe Company completed its acquisition of a
majority interest in St. Joe/Arvida Company, L.P. ("St. Joe/Arvida"), which
acquired the major assets of Arvida Company ("Arvida"). The transaction
did not involve the sale of any assets of the Partnership, nor the sale of
the General Partner's interest in the Partnership. In connection with this
transaction, Arvida entered into a sub-management agreement with St.
Joe/Arvida, effective January 1, 1998, whereby St. Joe/Arvida provides (and
is reimbursed for) a substantial portion of the development and management
supervisory and advisory services (and personnel with respect thereto) to
the Partnership that Arvida would otherwise provide pursuant to its
management agreement with the Partnership. Effective January 1, 1998, St.
Joe/Arvida employs most of the same personnel previously employed by
Arvida, and the services provided to the Partnership pursuant to this sub-
management agreement are provided by the same personnel. St. Joe/Arvida is
reimbursed for such services and personnel on the same basis as Arvida
under the management agreement, and such reimbursements are made directly
by the Partnership. Affiliates of JMB Realty Corporation own a minority
interest in St. Joe/Arvida.

For the nine month periods ended September 30, 1999 and 1998, the
Partnership reimbursed St. Joe/Arvida or its affiliates approximately
$4,325,000 and $3,874,000, respectively, for the services provided to the
Partnership by St. Joe/Arvida pursuant to the sub-management agreement
discussed above. At September 30, 1999, the Partnership owed St.
Joe/Arvida approximately $216,200 for services provided pursuant to this
agreement, all of which was paid as of October 29, 1999. The Partnership
also receives reimbursement from St. Joe/Arvida for certain general and
administrative costs including, and without limitation, salary and salary-
related costs relating to work performed by employees of the Partnership on
behalf of St. Joe/Arvida. For the nine month periods ended September 30,
1999 and 1998, the Partnership received approximately $1,374,000 and
$544,100, respectively, from St. Joe/Arvida or its affiliates. Of this
amount, approximately $217,400 was owed to the Partnership at September 30,
1999, all of which was received as of October 29, 1999.

The Partnership pays for certain general and administrative costs on
behalf of its clubs, homeowner associations and maintenance associations
(including salary and salary-related costs and legal fees). The
Partnership receives reimbursements from these entities for such costs.
For the nine month periods ended September 30, 1999 and 1998, the
Partnership was entitled to receive approximately $1,111,600 and $731,800,

<PAGE>

respectively, from these entities. At September 30, 1999, approximately
$95,900 was owed to the Partnership, of which approximately $82,100 was
received as of October 29, 1999.

The Partnership, pursuant to certain agreements, provides management
and other personnel and services to certain of its equity clubs and
homeowners associations. Pursuant to these agreements, the Partnership is
entitled to receive management fees for the services provided to these
entities. Due to the timing of the cash flows generated from these
entities' operations, such fees are typically paid in arrears. For the
nine months ended September 30, 1999 and 1998, the Partnership was entitled
to receive approximately $763,100 and $429,000, respectively. At
September 30, 1999, approximately $804,900 was unpaid (including amounts
owed from the previous year), none of which was received as of October 29,
1999.

The Partnership funds working capital advances and operating deficits
of its equity clubs, as well as operating deficits of its homeowners
associations as required or deemed necessary. The working capital advances
are non-interest bearing, short-term in nature, and are expected to be
reimbursed from future cash flows of the equity clubs. The funding of
operating deficits is expensed by the Partnership. The Partnership also
funds, at its option, certain capital expenditures of its equity clubs.
For the nine months ended September 30, 1999, the Partnership was entitled
to receive approximately $33,600. At September 30, 1999, approximately
$22,200 was owed to the Partnership, $2,600 of which was received as of
October 29, 1999.

In accordance with the Partnership Agreement, the General Partner and
Associate Limited Partners have deferred a portion of their distributions
of net cash flow from the Partnership totaling approximately $12,541,500 as
of September 30, 1999. This amount does not bear interest and is expected
to be paid in future periods subject to certain restrictions in the
partnership agreement of the Partnership and the Partnership's credit
facility. In addition, in connection with the settlement of certain
litigation, the General Partner and the Associate Limited Partners deferred
approximately $1,259,000 of their share of the August 1997 distribution
which was otherwise distributable to them, and such deferred distribution
amount was used by the Partnership to pay a portion of the legal fees and
expenses in such litigation. The General Partner and Associate Limited
Partners will be entitled to receive such deferred amounts after the
Holders of Interests have received a specified amount of distributions from
the Partnership after July 1, 1996.

All amounts receivable from or payable to the General Partner or its
affiliates do not bear interest and are expected to be paid in future
periods.

COMMITMENTS AND CONTINGENCIES

As security for performance of certain development obligations, the
Partnership is contingently liable under standby letters of credit and
performance bonds for approximately $867,000 and $20,661,000, respectively,
at September 30, 1999. In addition, certain joint ventures in which the
Partnership holds an interest are also contingently liable under
performance bonds for approximately $1,020,000 at September 30, 1999.

The Partnership was named a defendant in a number of homeowner
lawsuits, certain of which purported to be class actions, that allegedly in
part arose out of or related to Hurricane Andrew, which on August 24, 1992
resulted in damage to a former community development known as Country Walk.

The homeowner lawsuits alleged, among other things, that the damage
suffered by the plaintiffs' homes and/or condominiums within Country Walk
was beyond what could have been reasonably expected from the hurricane
and/or was a result of the defendants' alleged defective design,
construction, inspection and/or other improper conduct in connection with
the development, construction and sales of such homes and condominiums,
including alleged building code violations. The various plaintiffs sought

<PAGE>

varying and, in some cases, unspecified amounts of compensatory damages and
other relief.

Several of these lawsuits alleged that the Partnership was liable,
among other reasons, as a result of its own alleged acts of misconduct or
as a result of the Partnership's alleged assumption of Arvida Corporation's
liabilities in connection with the Partnership's purchase of Arvida
Corporation's assets from Disney in 1987, which included certain assets
related to the Country Walk development. Pursuant to the agreement to
purchase such assets, the Partnership obtained indemnification by Disney
for certain liabilities relating to facts or circumstances arising or
occurring prior to the closing of the Partnership's purchase of the assets.

Over 80% of the Arvida-built homes in Country Walk were built prior to the
Partnership's ownership of the Community. The Partnership has tendered
each of the above-described lawsuits to Disney for defense and
indemnification in whole or in part pursuant to the Partnership's
indemnification rights. Where appropriate, the Partnership has also
tendered these lawsuits to its various insurance carriers for defense and
coverage. The Partnership is unable to determine at this time to what
extent damages in these lawsuits, if any, against the Partnership, as well
as the Partnership's cost of investigating and defending the lawsuits, will
ultimately be recoverable by the Partnership either pursuant to its rights
of indemnification by Disney or under contracts of insurance.

One of the Partnership's insurance carriers has been funding
settlements of various litigation related to Hurricane Andrew. In some,
but not all, instances, the insurance carrier has provided the Partnership
with written reservation of rights letters. The aggregate amount of the
settlements funded to date by this carrier is approximately $8.21 million.
The insurance carrier that funded these settlements pursuant to certain
reservations of rights has stated its position that it has done so pursuant
to various non-waiver agreements. The carrier's position was that these
non-waiver agreements permitted the carrier to fund settlements without
preventing the carrier from raising insurance coverage issues or waiving
such coverage issues. On May 23, 1995, the insurance carrier rescinded the
various non-waiver agreements currently in effect regarding the remainder
of the Hurricane Andrew litigation, allegedly without waiving any future
coverage defenses, conditions, limitations, or rights. For this and other
reasons, the extent to which the insurance carrier may recover any of these
proceeds from the Partnership is uncertain. Therefore, the accompanying
consolidated financial statements do not reflect any accruals related to
this matter.

Currently, the Partnership is involved in two subrogation lawsuits.
On April 19, 1993, a subrogation claim entitled Village Homes at Country
Walk Master Maintenance Association, Inc. v. Arvida Corporation et al., was
filed in the 11th Judicial Circuit for Dade County. Plaintiffs filed this
suit for the use and benefit of American Reliance Insurance Company
("American Reliance"). In this suit, as amended, plaintiffs seek to
recover damages and pre- and post-judgment interest in connection with
$10,873,000 American Reliance has allegedly paid, plus amounts it may have
to pay in the future, to the condominium association at Country Walk in the
wake of Hurricane Andrew. Disney is also a defendant in this suit. The
Partnership believes that the amount of this claim that allegedly relates
to units it built and sold is approximately $3,600,000. Plaintiffs also
seek a declaratory judgment seeking to hold the Partnership and other
defendants responsible for amounts American Reliance must pay in the future
to its insured as additional damages beyond the $10,873,000 previously
paid. The Partnership has filed motions directed to the complaint, as
amended, and the litigation is in the discovery stage. The Partnership has
entered into an agreement in principle to settle this lawsuit for
approximately $2.4 million. It is proposed that the settlement will be
funded by one of the Partnership's insurance carriers. The Partnership can
give no assurances that the settlement will in fact be consummated. In the
event the settlement is not consummated, the Partnership intends to
vigorously defend itself. On or about May 10, 1996, a subrogation claim

<PAGE>

entitled Juarez et al. v. Arvida Corporation et al. was filed in the
Circuit Court of the Eleventh Judicial Circuit in and for Dade County.
Plaintiffs filed this suit for the use and benefit of American Reliance.
In this suit, plaintiffs seek to recover damages, pre-and post-judgment
interest, costs and any other relief the Court may deem just and proper in
connection with $3,200,000 American Reliance allegedly paid on specified
claims at Country Walk in the wake of Hurricane Andrew. Disney is also a
defendant in this suit. The Partnership is advised that the amount of this
claim that allegedly relates to units it sold is approximately $350,000.
The Partnership intends to defend itself vigorously in this matter. Due to
the uncertainty of the outcome of these subrogation actions, the
accompanying consolidated financial statements do not reflect any
liabilities related to these matters.

The Partnership has been named a defendant in a purported class action
entitled Lakes of the Meadow Village Homes, Condominium Nos. One, Two,
Three, Four, Five, Six, Seven, Eight, and Nine Maintenance Associations,
Inc., v. Arvida/JMB Partners, L.P. and Walt Disney World Company, Case No.
95-23003-CA-08, filed in the Circuit Court of the 11th Judicial Circuit in
and for Dade County, Florida. The original complaint was filed on or about
November 27, 1995 and an amended complaint, which purports to be a class
action, was filed on or about February 28, 1997. In the case, plaintiffs
seek damages, attorneys fees and costs on behalf of the 460 building units
they allegedly represent for, among other things, alleged damages
discovered in the course of making Hurricane Andrew repairs. Plaintiffs
allege that Walt Disney World Company is responsible for liabilities that
may arise in connection with approximately 80% of the buildings at the
Lakes of the Meadow Village Homes and that the Partnership is potentially
liable for the approximately 20% remaining amount of the buildings. In the
three count amended complaint, plaintiffs allege breach of building codes
and breach of implied warranties. In addition, plaintiffs seek rescission
and cancellation of various general releases obtained by the Partnership in
the course of the turnover of the community to the residents. Previously,
the trial court had granted the Partnership summary judgment against the
plaintiffs' claims, based on the releases obtained by the Partnership.
Plaintiffs appealed that ruling. The ruling was reversed on appeal, the
appellate court finding that there were issues of material fact which
precluded the entry of judgment for the Partnership, and the case was
remanded to the trial court for further proceedings. On or about April 9,
1999, plaintiffs supplied a budget estimate for repairs of the alleged
defects and damages based on a limited survey of nine buildings only.
Based on this limited survey and assuming that the same alleged defects and
damages show up with the same frequency in the entire 460 units, plaintiffs
estimate the total repairs to cost approximately $7.0 million. Based on
the allegations of the amended complaint, it would appear that plaintiffs
would seek to hold the Partnership responsible for approximately $1.4
million of this amount. Discovery in this litigation is in its early
stages. The Partnership has not had an opportunity to examine all of the
buildings nor complete its assessment of the alleged merits of the
plaintiffs' report. The Partnership is currently being defended by counsel
for one of its insurance carriers. The Partnership intends to vigorously
defend itself by, among other things, pursuing its defenses of release and
otherwise.

The Partnership has been advised by Merrill Lynch that various
investors have sought to compel Merrill Lynch to arbitrate claims brought
by certain investors of the Partnership representing approximately 5% of
the total of approximately 404,000 Interests outstanding. Merrill Lynch
has asked the Partnership and its General Partner to confirm an obligation
of the Partnership and its General Partner to indemnify Merrill Lynch in
these claims against all loss, liability, claim, damage and expense,
including without limitation attorneys' fees and expenses, under the terms
of a certain Agency Agreement dated September 15, 1987 ("Agency Agreement")
with the Partnership relating to the sale of Interests through Merrill
Lynch on behalf of the Partnership. These claimants have sought and are
seeking to arbitrate claims involving unspecified damages against Merrill
Lynch based on Merrill Lynch's alleged violation of applicable state and/or

<PAGE>

federal securities laws and alleged violations of the rules of the National
Association of Securities Dealers, Inc., together with pendent state law
claims. The Partnership believes that Merrill Lynch has resolved some of
these claims through litigation and otherwise, and that Merrill Lynch is
defending other claims. The Agency Agreement generally provides that the
Partnership and its General Partner shall indemnify Merrill Lynch against
losses occasioned by any actual or alleged misstatements or omissions of
material facts in the Partnership's offering materials used in connection
with the sale of Interests and suffered by Merrill Lynch in performing its
duties under the Agency Agreement, under certain specified conditions. The
Agency Agreement also generally provides, under certain conditions, that
Merrill Lynch shall indemnify the Partnership and its General Partner for
losses suffered by the Partnership and occasioned by certain specified
conduct by Merrill Lynch in the course of Merrill Lynch's solicitation of
subscriptions for, and sale of, Interests. The Partnership is unable to
determine the ultimate investment of investors who have filed arbitration
claims as to which Merrill Lynch might seek indemnification in the future.
At this time, and based upon the information presently available about the
arbitration statements of claims filed by some of these investors, the
Partnership and its General Partner believe that they have meritorious
defenses to demands for indemnification made by Merrill Lynch and intend to
vigorously pursue such defenses. Although there can be no assurance
regarding the outcome of the claims for indemnification, at this time,
based on information presently available about such arbitration statements
of claims, the Partnership and its General Partner do not believe that the
demands for indemnification by Merrill Lynch will have a material adverse
effect on the financial condition of the Partnership.

On or about October 16, 1995, a lawsuit was filed against the
Partnership and others in the Circuit Court of the 15th Judicial Circuit,
in and for Palm Beach County, Florida, entitled Council of Villages, Inc.
et al v. Arvida/JMB Partners, Arvida/JMB Managers, Inc., Arvida/JMB
Partners, Ltd., Broken Sound Club, Inc., and Country Club Maintenance
Association, Inc. (the "Council of Villages" case). The multi-count
complaint, as amended, is brought as a class action, and individually, on
behalf of various residents of the Broken Sound Community, and alleges that
defendants engaged in various acts of misconduct in, among other things,
the establishment, operation, management and marketing of the Broken Sound
golf course and recreational facilities, as well as the alleged improper
failure to turn over such facilities to the Broken Sound homeowners on a
timely basis. Plaintiffs seek, through various theories, including but not
limited to breach of ordinance, fiduciary duty, fraud, constructive trust
and civil theft, damages in excess of $45 million, the appointment of a
receiver for the Broken Sound Club, other unspecified compensatory damages,
the right to seek punitive damages, treble damages, prejudgment interest,
attorneys' fees and costs. The Partnership believes that the lawsuit is
without merit and intends to vigorously defend itself in this matter.

On or about July 30, 1996, Savoy v. Arvida/JMB Partners, Arvida/JMB
Managers, Inc., Arvida/JMB Partners, Ltd., and Broken Sound Club, Inc. was
filed against the Partnership and others in the Circuit Court of the 15th
Judicial Circuit, in and for Palm Beach County, Florida. The lawsuit is
filed as a three-count complaint for dissolution of the Broken Sound Club,
Inc. ("Club"), and seeks, among other things, the appointment of a
custodian or receiver for the Club, a determination that certain acts be
deemed wrongful, the return to the Club of in excess of $2.5 million in
alleged "operating profits", an injunction against the charging of certain
dues, an injunction requiring the Club to produce certain financial
statements, and such other relief as the Court deems just, fair and proper.

This action has been consolidated with the Council of Villages case. The
Partnership believes the lawsuit is without merit and intends to vigorously
defend itself.

<PAGE>

In April 1997, the Court issued an order certifying as a class action
claims respecting the alleged violation of the Boca Raton ordinances. Both
plaintiffs and defendants appealed the certification order. On appeal, the
appellate court approved certification of a class action for the following
counts: breach of ordinance, breach of fiduciary duty, civil theft (treble
damages), breach of a constructive trust and unjust enrichment. The
Partnership sought further review of the certification ruling, but relief
was denied by the Florida Supreme Court on May 6, 1999. Plaintiffs in the
Savoy action moved for an appointment of a receiver over the Club. The
Partnership moved to strike the motion and the Court granted the
Partnership's motion. The Partnership has filed a third-party complaint
for indemnification and contribution against Disney in these consolidated
actions in the event the Partnership is held liable for acts taken by a
subsidiary of Disney prior to the Partnership's involvement in the Club and
property. The parties to the Council of Villages case filed cross motions
for summary judgement on various issues related to the case. The
Partnership can give no assurances as to the outcome of these motions. The
Council of Villages case is set for trial sometime between December 6, 1999
through January 14, 2000, on all issues remaining after the rulings on
summary judgement.

On September 30, 1999, the Court granted the Partnership's motions for
summary judgment as they relate to: civil theft (treble damages),
fraudulent inducement, and breach of the City of Boca Raton ordinance
regarding open space and PUD regulations of the city. The Court granted
the plaintiffs' motion for summary judgment as to the breach of a city
ordinance concerning impact fees for parks and recreation purposes. The
Court also allowed the plaintiffs to amend their Complaint to seek
reimbursement from the Partnership for legal fees and expenses paid by the
Partnership's co-defendants in this lawsuit. Currently, defendants' fees
are being split among the Country Club Maintenance Association, Inc.,
Broken Sound Club, Inc., and the Partnership. Approximately $3,500,000 in
legal fees and expenses have been incurred in the lawsuit as of
September 30, 1999. The Partnership's motion for summary judgment as to
breach of fiduciary duty is still pending, as is plaintiffs' motion for
leave to amend the Complaint to include punitive damages. The
Partnership's motion for summary judgment as to unjust enrichment has been
denied, and that issue is slated to go to trial. Plaintiffs have filed a
motion for rehearing, reconsideration or clarification with respect to the
Court's ruling on the Boca Raton ordinance regarding open space, fraudulent
inducement and civil theft (treble damages). The Court has not ruled on
these motions.

The Partnership is also a defendant in several actions brought against
it arising in the normal course of business. It is the belief of the
General Partner, based on knowledge of facts and advice of counsel, that
the claims made against the Partnership in such actions will not result in
any material adverse effect on the Partnership's consolidated financial
position or results of operations.

The Partnership may be responsible for funding certain other ancillary
activities for related entities in the ordinary course of business which
the Partnership does not currently believe will have any material adverse
effect on its consolidated financial position or results of operations.

ASSETS HELD FOR DISPOSITION

In August 1999, the Partnership closed on the sale of the country club
in its River Hills community in Tampa, Florida to a third party purchaser
for a sales price of approximately $7.5 million. This sale generated a
profit for financial reporting and Federal income tax purposes, and is
reflected in Land and property revenues and cost of revenues on the
accompanying consolidated statements of operations.

<PAGE>

Due to the Partnership's recent decision to sell the country club in
its Weston community, this club has been classified as Property and
equipment held for disposition or sale on the accompanying consolidated
balance sheets at September 30, 1999. Results of operations for the Weston
Hills Country Club totaled approximately $0.6 million for the nine month
periods ended September 30, 1999 and 1998, and are included in Operating
properties revenues and cost of revenues on the accompanying consolidated
statements of operations.

GENERAL PARTNER

The General Partner of the Partnership is Arvida/JMB Managers, Inc., a
Delaware corporation. All of its outstanding shares of stock are owned by
AF Investors, LLC, a Delaware limited liability company which is
substantially owned by Northbrook Corporation, a Delaware corporation
("Northbrook"). A significant majority of the outstanding stock of
Northbrook is owned by officers and directors of JMB Realty Corporation, a
Delaware corporation ("JMB"), together with members of their families.
Substantially all of the shares of JMB are owned by its officers,
directors, members of their families and their affiliates. Arvida/JMB
Managers, Inc. became the general partner of the Partnership as a result of
a merger on March 30, 1990 of an affiliated corporation that was the then
general partner of the Partnership into Arvida/JMB Managers, Inc., which,
as the surviving corporation of such merger, continues as General Partner.
On May 1, 1999, a $20,561,034 portion of a note receivable from Northbrook
to Arvida/JMB Managers, Inc. was assigned and distributed to Northbrook.
As a result of such assignment and distribution, the remaining note has an
outstanding principal balance of $1,000,000 and bears interest at the
applicable Federal rate for short-term loans (5.25% as of September 30,
1999). All interest is deferred and is added to the principal balance of
the note. The note, as extended, is due June 30, 2001. The General
Partner has responsibility for all aspects of the Partnership's operations.

The condensed balance sheet of Arvida/JMB Managers, Inc. as of September
30, 1999 is as follows:

Assets

Cash . . . . . . . . . . . . . . . . . . . . . . . $ 874,923
Investment in partnerships . . . . . . . . . . . . 802,743
Other assets . . . . . . . . . . . . . . . . . . . 34,072
-----------
$ 1,711,738
===========

Owner's equity

Capital stock. . . . . . . . . . . . . . . . . . . $ 1,000
Additional paid-in capital . . . . . . . . . . . . 10,588,966
Retained earnings (deficit). . . . . . . . . . . . (7,857,467)
-----------

Less: note receivable from Northbrook. . . . . . . (1,020,761)
-----------
$ 1,711,738
===========

ADJUSTMENTS

In the opinion of the General Partner, all adjustments (consisting
solely of normal recurring adjustments) necessary for a fair presentation
have been made to the accompanying consolidated financial statements as of
September 30, 1999 and December 31, 1998 and for the three and nine months
ended September 30, 1999 and 1998.

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Reference is made to the notes to the accompanying consolidated
financial statements ("Notes") contained in this report for additional
information concerning the Partnership and its operations.

Pursuant to Section 5.5 J of the Partnership Agreement, on October 23,
1997, the Board of Directors of the General Partner met and approved a
resolution selecting the option set forth in Section 5.5 J.(i)(c) of the
Partnership Agreement for the Partnership to commence an orderly
disposition of its remaining assets that is to be completed by the end of
October 2002.

At September 30, 1999 and December 31, 1998, the Partnership had
unrestricted Cash and cash equivalents of approximately $14,791,000 and
$82,104,000, respectively. The decrease in Cash and cash equivalents at
September 30, 1999 as compared to December 31, 1998 is due primarily to
distributions to partners and Holders of Interests made during 1999
totaling approximately $75 million.

The General Partner has established a special committee (the "Special
Committee") consisting of certain directors of the General Partner to
review unsolicited offers for Interests. In addition, the Partnership has
engaged Lehman Brothers, Inc. ("Lehman") as a financial advisor to assist
the Special Committee in evaluating and responding to such offers. Lehman
was asked to render its estimate of the discounted present value (the
"Estimated Liquidation Value") of an Interest as of August 31, 1998 based
on the assumption that the Partnership commences an orderly liquidation in
October 1997 and completes the liquidation by October 2002.

In arriving at the Estimated Liquidation Value, Lehman relied upon the
Partnership's estimate of the gross cash distributions that the Holders of
Interests would receive from August 31, 1998 (exclusive of the $50 per
Interest distribution made in September 1998). (These estimated gross
distributions are based on certain assumptions that may or may not prove to
be true. There are a number of factors, including risk factors, that may
cause the actual gross cash distributions to vary from such estimates, and
such variations could be material.) These estimated gross distributions
were then discounted to reflect the present value of such distributions as
of August 31, 1998, which ranged from $425 to $455 per Interest, depending
on the different discount rates used. (Such amounts include the
distributions of $175 per Interest made during 1999).

During February 1999, First Commercial Guarantee ("FCG") commenced an
offer to acquire up to approximately 19,600 Interests, which represents
approximately 4.9% of the outstanding Interests. FCG's offer had a
purchase price of $300 per Interest (which was to be reduced by the $145
per Interest distribution made in March 1999 for an adjusted offer price of
$155 per Interest) and expired in March 1999. Based on its analysis, the
Special Committee determined that with respect to Holders of Interest who
had the expectation of retaining their Interests through an anticipated
orderly liquidation of the Partnership's assets by October 2002 and who had
no current or anticipated need for liquidity, the FCG offer was inadequate
and not in the best interests of such Holders of Interests. Accordingly,
the Special Committee recommended that such Holders of Interests reject the
offer and not tender their Interests pursuant to such offer. With respect
to all other Holders of Interests, the Special Committee expressed no
opinion and remained neutral in regard to the offer.

<PAGE>

In June 1999, FCG commenced another offer to acquire up to
approximately 17,100 Interests for $200 per Interest. Such offer expired
in July 1999. The Partnership made an estimate of the discounted present
value (the "Partnership's Estimated Liquidation Value") of an Interest as
of June 30, 1999, based on the assumption that the Partnership completes an
orderly liquidation of its assets by October 2002. Based on its analysis
and the Partnership's Estimated Liquidation Value as of June 30, 1999, the
Special Committee determined that with respect to Holders of Interests who
had the expectation of retaining their Interests through an anticipated
orderly liquidation of the Partnership's assets by October 2002 and who had
no current or anticipated need for liquidity, such offer was inadequate and
not in the best interests of such Holders of Interests. Accordingly, the
Special Committee recommended that such Holders of Interests reject the
offer and not tender their Interests pursuant to such offer. With respect
to all other Holders of Interests, the Special Committee expressed no
opinion and remained neutral in regard to such offer.

In September 1999, FCG commenced a third offer to acquire up to
approximately 16,500 Interest for $200 per Interest (which was to be
reduced by the $30 per Interest distribution made in August 1999 for an
adjusted offer price of $170 per Interest). Such offer expired in October
1999. Based on its analysis and the Partnership's Estimated Liquidation
Value of an Interest as of September 30, 1999, the Special Committee
determined that such offer was inadequate and not in the best interests of
the Holders of Interests. Accordingly, the Special Committee recommended
that Holders of Interests reject such offer and not tender their Interests
pursuant to such offer. (The Partnership's Estimated Liquidation Value of
an Interest as of any particular date is based on certain assumptions that
may or may not prove to be true. There are a number of factors, including
risk factors, that may cause the actual amount of distributions to vary
from the amounts estimated by the Partnership, and such variations could be
material.)

At September 30, 1999, the balances outstanding under the term loan,
the revolving line of credit and the letter of credit facility were
approximately $27,500,000, $0 and $867,000, respectively. Interest on the
credit facility is based, at the Partnership's option, on the relevant
LIBOR plus 1.75% per annum or the lender's prime rate. The Partnership has
interest rate swap agreements that are in effect with respect to the $27.5
million currently outstanding under the term loan. The interest rate swap
agreements fix the interest rate under the term loan at 8.02% and 7.84%
with respect to $16,666,667 and $10,833,333 of the term loan, respectively,
and expire on July 31, 2001. In November 1998, the Partnership prepaid
$7,333,333 of the $12.5 million principal repayment on the term loan
scheduled for July 1999. In June 1999, the Partnership paid the remaining
$4,166,667 due in July 1999. In addition, in June 1999, the Partnership
prepaid the $6,250,000 principal repayment scheduled for February 2000, and
$3,750,000 of the $12,500,000 principal repayment scheduled for July 2000.

On May 28, 1999, the Partnership entered into an agreement with Disney
which resolved all the claims and counterclaims raised in the Disney
litigation as discussed in Part II, Item 1. Legal Proceedings. Under the
terms of the settlement agreement, Disney, among other things, paid the
Partnership $9.0 million and released any claims relating to the claims
pool. The lawsuit was dismissed on June 3, 1999, pursuant to the terms of
the settlement agreement.

In June 1999, the Partnership closed on the sale of its resale
brokerage operations in Weston, Sawgrass and Boca Raton, Florida to an
affiliate of The St. Joe Company for a sale price of $3.2 million. This
sale generated a profit for financial reporting and Federal income tax
purposes. The Partnership still retains limited commercial brokerage as
well as new home sale brokerage operations.

<PAGE>

In accordance with the Partnership Agreement, the General Partner and
Associate Limited Partners have deferred a portion of their distributions
of net cash flow from the Partnership totaling approximately $12,541,500 as
of September 30, 1999. This amount does not bear interest and is expected
to be paid in future periods subject to certain restrictions contained in
the partnership agreement of the Partnership and the Partnership's credit
facility. In addition, in connection with the settlement of certain
litigation, the General Partner and the Associate Limited Partners deferred
approximately $1,259,000 of their share of the August 1997 distribution
which was otherwise distributable to them, and such deferred distribution
amount was used by the Partnership to pay a portion of the legal fees and
expenses in such litigation. The General Partner and Associate Limited
Partners will be entitled to receive such deferred amount after the Holders
of Interests have received a specified amount of distributions from the
Partnership after July 1, 1996.

The year 2000 issue is the result of computer programs being written
using two digits rather than four to define a year. Consequently, any
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations
including, among other things, a temporary inability to process
transactions or engage in other normal business activities. To be year
2000 compliant, a computer system must be able to do two things. First, it
must be capable of storing date-related information in a format that can
discern between the 20th and 21st centuries. Secondly, all computer
programs which access the stored information must be able to sort, collate,
and perform calculations properly on information that involves the current
and next century. In addition to computer programs, other date-sensitive
electronic devices including, but not limited to, copy machines,
thermostats, elevators, telephones and security systems could experience
various operational difficulties as a result of not being year 2000
compliant.

The Partnership organized a year 2000 project team to review and
prepare its computer systems for year 2000 compliancy. In 1997, this team
completed an internal assessment of its information systems technology and
determined a need to upgrade portions of the Partnership's hardware and
software so that its computer systems would function properly with respect
to dates in the year 2000 and thereafter. An upgrade to the Partnership's
financial systems was initiated in October 1997, and completed in May 1998
at an approximate cost of $110,000. During the second quarter of 1999, the
Partnership completed the upgrade of its internally developed software
packages at an approximate cost of $75,000, and in the third quarter of
1999 the upgrade to the Partnership's hardware networks was completed at an
approximate cost of $200,000. These amounts do not include employee costs
since the Partnership does not separately identify such costs for year 2000
purposes.

<PAGE>

The Partnership has completed the upgrading and testing of all mission
critical computer systems, including internally and externally developed
financial, human resources and payroll systems. Such testing has shown
that no further upgrades appear to be required and that these systems
appear to be year 2000 compliant.

All third parties such as banks, insurance companies and governmental
agencies who exchange digital information with the Partnership have been
identified and contacted regarding the year 2000 compliancy of the
information being exchanged. Responses have been received from all of
these institutions, and the Partnership has successfully tested the
exchange of information. These exchanges are not deemed critical to the
operations of the Partnership.

The Partnership has inventoried its non-information technology systems
such as, but not limited to alarms, security gates and phone systems, and
has requested information from the various vendors of those systems to
determine their year 2000 compliancy. To date, the Partnership has
received responses regarding the year 2000 compliancy of its phones and
other utilities, and is relying upon the vendors' testing of these systems,
which has indicated they are year 2000 compliant. To the extent responses
have not been received from other vendors deemed less significant to the
operations of the Partnership, the Partnership will determine the year 2000
compliancy of these non-critical systems immediately following the
transition to the new century and respond accordingly. Although no testing
of the non-information technology systems is planned, a contingency plan
has been developed as discussed below. The Partnership will address
reported problems and expects to undertake appropriate remediation efforts
to the extent deemed necessary. At this time, the Partnership does not
have an estimate of the amount of costs, if any, for remediation relative
to its non-information technology systems.

The Partnership does not exchange digital information with any of its
suppliers utilized in connection with the development and construction of
its communities. However, all vendors which are key to the success of its
operations such as suppliers of dry wall, lumber, and other materials were
sent a questionnaire to determine their year 2000 readiness. Responses
have been received from some, but not all, of these vendors. Responses
received to date from suppliers do not indicate any material adverse
effects on their operations due to year 2000-related issues. To the extent
such suppliers are unable to perform services due to their year 2000-
related issues, the Partnership would expect to seek other similar
suppliers who are capable of performing development and construction
services. However, there is no assurance the Partnership will be able to
find alternative suppliers in each instance.

A contingency plan has been developed to effect possible recovery
procedures and an action plan for the year 2000 transition period to
address both information technology and non-information technology
problems. The plan's strategy is based upon identifying key business
processes, assessing the risk associated with these processes, and
developing manual procedures to overcome possible short-term interruptions
of service for those areas deemed necessary. For example, steps have been
taken so that in the event the Partnership is unable to issue system
generated checks as a result of year 2000 complications, manual checks will
be available to facilitate payment processing. In addition, in order to
determine the overall wellness of the Partnership on January 1, 2000, a
"calling tree" has been created designating specific individuals to contact
regarding year 2000 complications. These individuals have been provided a
list of critical system functions to review, and on New Year's Day, they
will verify that their facility and systems are operational and report all
findings back to the Partnership's Information Systems department by no
later than noon on January 1, 2000. Any detected year 2000 issues or
complications will be assessed and addressed at that time.

<PAGE>

If the steps taken by the Partnership, its vendors, suppliers and
other third parties with whom the Partnership has material relationships
(i.e., banks, insurance companies and state agencies) to be year 2000
compliant are not successful, the Partnership could experience various
operational difficulties. These could include, among other things, an
inability to process transactions to the correct accounting period,
difficulties in posting general ledger interfaces, an inability to process
computer generated checks, bank transactions posted to the wrong periods,
and the failure of scheduling applications which are date-sensitive. In
addition, year 2000 failures experienced in government services could delay
essential services provided to the Partnership such as permitting and
inspections. If interruptions occur in obtaining the materials and
supplies necessary in the Partnership's homebuilding operations, or if the
non-information technology systems fail, the Partnership could experience
various other operational difficulties. These could include, among other
things, construction delays, interruptions in services provided by the
Partnership's country clubs, the inability to provide security services at
the entrances to the Partnership's communities, and disruptions in office
services such as telephones, elevators and heating and cooling systems.
Such operating difficulties could result in the Partnership's incurring
unanticipated costs for remediation and other expenses, and such amounts
could be material. The Partnership has not ascertained a reasonably likely
"worst case" scenario for year 2000 issues, nor does it have an estimate of
losses or liabilities that could be incurred as a result of such scenario.
The Partnership expects to address "worst case" scenario events with its
contingency plan for effecting recovery procedures discussed above.

The foregoing discussion of year 2000 issues and the Partnership's
responses thereto are based on information presently known. The
Partnership is continuing its assessment and evaluation of various year
2000 issues, and will also be relying on third parties, including suppliers
of construction-related materials, as to their year 2000 compliance.
Accordingly, information concerning year 2000 issues, and the Partnership's
responses thereto including the nature, extent, timing and cost of the
Partnership's remediation efforts, other expenses, and related costs, are
subject to change, and such changes could be material.

RESULTS OF OPERATIONS

The results of operations for the three and nine months ended
September 30, 1999 are primarily attributable to the development and sale
or operation of the Partnership's assets.

For the three months ended September 30, 1999, the Partnership
(including its consolidated and unconsolidated ventures) closed on the sale
of 305 housing units and 43 homesites, as well as the country club in its
River Hills community and several one-story commercial office buildings in
Weston. This compares to closings in the third quarter of 1998 of 246
housing units, 47 homesites and approximately 38 acres of developed and
undeveloped land as well as the sale of the remaining Sawgrass Country Club
Memberships owned by the Partnership. Outstanding contracts ("backlog") at
September 30, 1999, were for 1,004 housing units, 31 homesites and
approximately one acre of developed land. This compares to a backlog at
September 30, 1998 of 892 housing units, 30 homesites and approximately 39
acres of developed and undeveloped land tracts.

The Partnership's Communities are in various stages of development,
with estimated remaining build-outs ranging from one to four years.
Notwithstanding the estimated duration of the build-outs, the Partnership
currently expects to complete its orderly liquidation by October 2002. The
communities currently in their mid-stages of development are Weston located
in Broward County, Florida; Water's Edge in Atlanta, Georgia; and The
Cullasaja Club near Highlands, North Carolina. The Partnership's
condominium project on Longboat Key, Florida known as Arvida's Grand Bay,
The River Hills Country Club in Tampa, Florida and Jacksonville Golf &
Country Club in Jacksonville, Florida are all in their late stages of
development, with only builder units remaining to be sold in Jacksonville.
Future revenues will be impacted to the extent that there are lower levels

<PAGE>

of inventories available for sale as the Partnership's remaining
Communities approach or undertake their final phases.

Housing revenues increased for the three and nine month periods ended
September 30, 1999 as compared to the same periods in 1998 due primarily to
an increase in the number of units closed as well as a change in the mix of
product closed at the Partnership's Weston Community. Revenues generated
from the closing of units in Weston account for approximately 80% and 74%
of the housing revenues recognized for the three and nine month periods
ended September 30, 1999, respectively. In addition, revenues recognized
under the percentage-of-completion method for the last building at Arvida's
Grand Bay also contributed to the increase in housing revenues for the
three and nine month periods ended September 30, 1999 as compared to the
same periods in 1998. These favorable variances were partially offset by
decreased revenues at Jacksonville Golf & Country Club due to the close out
of the remaining units in the fourth quarter of 1998.

Homesite revenues decreased for the three and nine month periods ended
September 30, 1999 as compared to the same periods in 1998 due primarily to
the increase in the Partnership's homebuilding operations in Weston, which
has resulted in reduced lots available for sale to third-party builders.
This unfavorable variance was partially offset by an increase in the number
of lots closed in River Hills resulting in increased revenues contributed
by this community for the three and nine month periods ended September 30,
1999 as compared to the same periods in 1998.

Land and property revenues for the three months ended September 30,
1999 were generated primarily from the sales of the Partnership's country
club in River Hills and several one-story commercial office buildings in
Weston. These compare to revenues recognized in the third quarter of 1998
which were generated primarily from the closing of approximately 24 acres
of developed commercial property in Weston. Land and property revenues for
the nine months ended September 30, 1999 also include the sale of the
Partnership's resale brokerage operations in Weston, Sawgrass and Boca
Raton, Florida to an affiliate of The St. Joe Company, and approximately 20
acres of developed commercial property in Weston. Revenues for the nine
month period in 1998 were generated primarily from the sale of the
Partnership's approximate 33% interest in the HAE Joint Venture to one of
its venture partners, approximately 29 acres of undeveloped commercial
property owned by the Metrodrama Joint Venture, the remaining Sawgrass
Country Club memberships, and approximately 12 acres of developed
commercial property in Weston.

The decrease in revenues from Operating properties for the three and
nine month periods ended September 30, 1999 as compared to the same periods
in 1998 is due primarily to the sale of the Partnership's cable operation
in Weston in October 1998 and the sale of the country club in River Hills
in August 1999. These sales are also the primary cause for the decrease in
the gross operating profit margins for the three and nine months ended
September 30, 1999 as compared to the same periods in 1998. This decrease
was partially offset by increased membership dues and golf revenues at the
Weston Hills Country Club for the same periods.

Brokerage and other operations revenues increased for the nine month
period ended September 30, 1999 as compared to the same period in 1998 due
to proceeds in the amount of $9 million received in June 1999 in settlement
of the Partnership's lawsuit with Disney. Revenues from the Partnership's
brokerage operations, exclusive of this settlement, decreased for the three
and nine month periods ended September 30, 1999 as compared to the same
periods in 1998 due primarily to the sale of the Partnership's resale
brokerage operations in June 1999 as mentioned above, as well as a decrease
in new home sale brokerage commissions in Weston resulting from a decrease
in the number of units closed by third-party builders within the community.

<PAGE>

Selling, general and administrative expenses decreased for the nine
month period ended September 30, 1999 as compared to the same period in
1998 due to a reduction in marketing expenses resulting from the sell out
of units at Arvida's Grand Bay and the late stage of development at
Jacksonville Golf & Country Club, where only builder units remain to be
sold. Also contributing to the favorable variance is a refund of prorated
insurance premiums received in January 1999 pertaining to several of the
Partnership's operating properties which were sold in prior periods. These
favorable variances were partially offset by a decrease in marketing fees
earned due to a decrease in the number of units closed by third-party
builders within the Partnership's Weston Community.

The decrease in interest income for the three and nine month periods
ended September 30, 1999 as compared to the same periods in 1998 is due to
a decrease in the average amounts invested in short-term financial
instruments.

During the first quarter of 1999, the Partnership received an
approximate $0.6 million distribution from the Tampa 301 Associates Joint
Venture. The amount distributed was in excess of the Partnership's
carrying value of its investment in this joint venture. The recognition of
income related to this excess distribution is the primary cause for the
increase in equity in earnings of unconsolidated ventures for the nine
month period ended September 30, 1999 as compared to the same period in
1998. Equity in earnings increased for the three month period ended
September 30, 1999 as compared to the same period in 1998 due primarily to
the recognition of the Partnership's share of the earnings generated by the
A&D Title, L.P. joint venture.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Reference is made to the Commitments and Contingencies Section of
Notes for a detailed discussion regarding certain lawsuits which allegedly
in part arose out of or related to Hurricane Andrew, which on August 24,
1992 resulted in damage to a former community development known as Country
Walk, which discussion is hereby incorporated herein by reference.

On or about October 16, 1995, a lawsuit was filed against the
Partnership and others in the Circuit Court of the 15th Judicial Circuit,
in and for Palm Beach County, Florida, entitled Council of Villages, Inc.
et al v. Arvida/JMB Partners, Arvida/JMB Managers, Inc., Arvida/JMB
Partners, Ltd., Broken Sound Club, Inc., and Country Club Maintenance
Association, Inc. (the "Council of Villages" case). The multi-count
lawsuit, as amended, is brought as a class action, and individually, on
behalf of various residents of the Broken Sound Community, and alleges that
defendants engaged in various acts of misconduct in, among other things,
the establishment, operation, management and marketing of the Broken Sound
golf course and recreational facilities, as well as the alleged improper
failure to turn over said facilities to the Broken Sound homeowners on a
timely basis. Plaintiffs seek, through various theories, including but not
limited to breach of ordinance, fiduciary duty, fraud, constructive trust
and civil theft, damages in excess of $45 million, the appointment of a
receiver for the Broken Sound Club, other unspecified compensatory damages,
the right to seek punitive damages, treble damages, prejudgment interest,
attorneys' fees and costs. The Partnership believes that the lawsuit is
without merit and intends to vigorously defend itself in this matter.

<PAGE>

November 27, 1995 and an amended complaint, which purports to be a class
action, was filed on or about February 28, 1997. In the case, plaintiffs
seek damages, attorneys fees and costs on behalf of the 460 building units
they allegedly represent for, among other things, alleged damages
discovered in the course of making Hurricane Andrew repairs. Plaintiffs
allege that Walt Disney World Company is responsible for liabilities that
may arise in connection with approximately 80% of the buildings at the
Lakes of the Meadow Village Homes and that the Partnership is potentially
liable for the approximately 20% remaining amount of the buildings. In the
three count amended complaint, plaintiffs allege breach of building codes
and breach of implied warranties. In addition, plaintiffs seek rescission
and cancellation of various general releases obtained by the Partnership in
the course of the turnover of the community to the residents. Previously,
the trial court had granted the Partnership summary judgment against the
plaintiffs' claims, based on the releases obtained by the Partnership.
Plaintiffs appealed that ruling. The ruling was reversed on appeal, the
appellate court finding that there were issues of material fact which
precluded the entry of judgment for the Partnership, and the case was
remanded to the trial court for further proceedings. On or about April 9,
1999, plaintiffs supplied a budget estimate for repairs of the alleged
defects and damages based on a limited survey of nine buildings only.
Based on this limited survey and assuming that the same alleged defects and
damages show up with the same frequency in the entire 460 buildings,
plaintiffs estimate the total repairs to cost approximately $7.0 million.
Based on the allegations of the amended complaint, it would appear that
plaintiffs would seek to hold the Partnership responsible for approximately
$1.4 million of this amount. Discovery in this litigation is in its early
stages. The Partnership has not had an opportunity to examine the
buildings nor assess the alleged merits of the plaintiffs' report. The
Partnership is currently being defended by counsel for one of its insurance
carriers. The Partnership intends to vigorously defend itself by, among
other things, pursuing its defenses of release and otherwise.

On August 27, 1991, the General Partner, on behalf of the Partnership,
initiated a lawsuit in the Circuit Court of Cook County (County Department,
Chancery Division), Illinois against The Walt Disney Company ("Disney").
The litigation arose out of the Partnership's acquisition of substantially
all of the real estate and other assets of Arvida Corporation, a subsidiary
of Disney, in September 1987. In the complaint filed on its behalf, the
Partnership alleged that under the terms of the contract with Disney for
the acquisition, the purchase price of the assets was to be reduced by the
amount of certain payments made prior to the closing (the "Closing") of the
transaction out of funds of Arvida Corporation in order to satisfy certain
obligations that were not assumed by the Partnership. The complaint also
alleged that the contract entitled the Partnership to (i) reimbursement by
Disney for amounts advanced by the Partnership to pay certain other claimed
obligations of Arvida Corporation, including certain post-Closing
adjustments, in connection with the acquisition and (ii) indemnification by
Disney for additional costs and expenses incurred by the Partnership
subsequent to the Closing in order to remedy certain environmental
conditions that existed prior to the Closing. The complaint further
alleged that the Partnership had made various demands on Disney for payment
of these amounts and that Disney had refused to make such payments. The
Partnership sought declaratory judgments that the Partnership was entitled
to a purchase price reduction from Disney and reimbursement or
indemnification by Disney for amounts advanced or costs and expenses
incurred by the Partnership for certain obligations of Arvida Corporation,
together with interest on all such amounts and costs. During the second
quarter of 1992, the Partnership received approximately $0.8 million in
settlement of portions of this claim. During July 1993, Disney filed an
answer denying the substantive allegations of the Partnership's complaint
and raising various affirmative defenses. In addition, Disney filed a
three count counterclaim in which it sought among other things: a complete
accounting of liabilities allegedly assumed but not discharged by the
Partnership to ascertain whether certain funds, not to exceed $2.9 million,

<PAGE>

were due Disney in accordance with the purchase agreement; an unspecified
amount of damages exceeding $500,000 allegedly representing workers
compensation and warranty payments made by Disney, which Disney alleged
were obligations of the Partnership; an accounting for funds disbursed from
a claims pool in the amount of $3,000,000 established by the parties; and
attorney fees and costs. On May 28, 1999, the Partnership entered into an
agreement with Disney which resolved all the claims and counterclaims
raised in the litigation. Under the terms of the settlement agreement,
Disney, among other things, paid the Partnership $9.0 million and released
any claims relating to the claims pool. The lawsuit was dismissed on
June 3, 1999, pursuant to the terms of the settlement agreement.

Other than as described above, the Partnership is not subject to any
material pending legal proceedings, other than ordinary routine litigation
incidental to the business of the Partnership.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3.1. Amended and Restated Agreement of Limited Partnership.*

3.2. Assignment Agreement by and among the General Partner, the
Initial Limited Partner and the Partnership.*

27. Financial Data Schedule

------------------------------

* Previously filed with the Securities and Exchange
Commission as Exhibits 3 and 4, respectively, to the Partnership's Form 10-
K Report (File No. 0-16976) filed on March 27, 1990 and incorporated herein
by reference.

(b) No reports on Form 8-K have been filed since the beginning
of the last quarter of the period covered by this report.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

ARVIDA/JMB PARTNERS, L.P.

BY: Arvida/JMB Managers, Inc.
(The General Partner)

By: GAILEN J. HULL
Gailen J. Hull, Vice President
Date: November 10, 1999

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.

By: GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: November 10, 1999

<ARTICLE> 5

<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999

<CASH> 38,641,348
<SECURITIES> 0
<RECEIVABLES> 54,612,445
<ALLOWANCES> 122,565
<INVENTORY> 166,346,501
<CURRENT-ASSETS> 0
<PP&E> 53,801,396
<DEPRECIATION> 25,428,689
<TOTAL-ASSETS> 297,818,603
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 188,220,737
<TOTAL-LIABILITY-AND-EQUITY>297,818,603
<SALES> 277,636,204
<TOTAL-REVENUES> 277,636,204
<CGS> 213,194,627
<TOTAL-COSTS> 213,194,627
<OTHER-EXPENSES> 11,329,723
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 53,111,854
<INCOME-TAX> 0
<INCOME-CONTINUING> 53,111,854
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 53,111,854
<EPS-BASIC> 128.96
<EPS-DILUTED> 128.96

</TABLE>