ARVIDA JMB PARTNERS L P, 10-Q, 2000-08-14

ARVIDA JMB PARTNERS L P
10-Q, 2000-08-14
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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
June 30, 2000 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. . . . . . . . . . . . . . . . . . . 22

Item 5. Other Information - General Partner. . . . . . . . . . 24

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . 25

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

CONSOLIDATED BALANCE SHEETS

ASSETS
------

JUNE 30, DECEMBER 31,
2000 1999
(Unaudited) (See Note)
------------- -----------

Cash and cash equivalents. . . . . . . . . . $ 29,168,899 71,965,185
Restricted cash. . . . . . . . . . . . . . . 21,834,014 13,800,070
Trade and other accounts receivable
(net of allowance for doubtful
accounts of $387,213 at
June 30, 2000 and $189,983
at December 31, 1999). . . . . . . . . . . 5,654,335 27,405,788
Real estate inventories. . . . . . . . . . . 179,041,358 160,011,715
Property and equipment, net. . . . . . . . . 27,795,019 28,306,211
Investments in and advances to
joint ventures, net. . . . . . . . . . . . 529,157 460,805
Equity memberships . . . . . . . . . . . . . 20,000 1,687,120
Amounts due from affiliates, net . . . . . . 1,052,614 650,163
Prepaid expenses and other assets. . . . . . 7,798,329 6,215,748
------------ ------------

Total assets . . . . . . . . . . . $272,893,725 310,502,805
============ ============

<PAGE>

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

CONSOLIDATED BALANCE SHEETS (CONTINUED)

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

JUNE 30, DECEMBER 31,
2000 1999
(Unaudited) (See Note)
------------- -----------

Liabilities:
Accounts payable . . . . . . . . . . . . . $ 22,838,272 21,692,034
Deposits . . . . . . . . . . . . . . . . . 32,470,596 29,704,627
Accrued expenses and other
liabilities. . . . . . . . . . . . . . . 18,668,185 19,434,618
Notes and mortgages payable, net . . . . . 21,522,233 30,564,201
------------ ------------

Commitments and contingencies

Total liabilities. . . . . . . . . 95,499,286 101,395,480
------------ ------------

Partners' capital accounts:
General Partner and
Associate Limited Partners:
Capital contributions. . . . . . . . . . 20,000 20,000
Cumulative net income. . . . . . . . . . 60,469,051 60,143,692
Cumulative cash distributions. . . . . . (58,908,972) (45,246,973)
------------ ------------
1,580,079 14,916,719
------------ ------------
Limited Partners:
Capital contributions,
net of offering costs. . . . . . . . . 364,841,815 364,841,815
Cumulative net income. . . . . . . . . . 228,100,681 198,097,006
Cumulative cash distributions. . . . . . (417,128,136) (368,748,215)
------------ ------------
175,814,360 194,190,606
------------ ------------
Total partners' capital
accounts . . . . . . . . . . . . 177,394,439 209,107,325
------------ ------------

Total liabilities and
partners' capital. . . . . . . . $272,893,725 310,502,805
============ ============

NOTE: The consolidated balance sheet at December 31, 1999 has been derived
from the audited consolidated financial statements at that date but does
not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements.

The accompanying notes are an integral part
of these consolidated financial statements.

<PAGE>

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

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
2000 1999 2000 1999
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues:
Housing. . . . . . . . . . . . . . . . . . . . . . $91,034,754 63,171,643 148,049,796 146,192,380
Homesites. . . . . . . . . . . . . . . . . . . . . 363,518 3,076,468 1,688,812 3,760,964
Land and property. . . . . . . . . . . . . . . . . 2,514,978 4,323,870 8,646,002 7,096,776
Operating properties . . . . . . . . . . . . . . . 4,268,825 4,485,542 8,272,077 9,106,332
Brokerage and other operations . . . . . . . . . . 1,468,334 17,093,460 2,565,477 14,397,100
----------- ----------- ----------- -----------
Total revenues . . . . . . . . . . . . . . . 99,650,409 92,150,983 169,222,164 180,553,552
----------- ----------- ----------- -----------
Cost of revenues:
Housing. . . . . . . . . . . . . . . . . . . . . . 71,751,247 50,379,534 118,456,923 116,562,689
Homesites. . . . . . . . . . . . . . . . . . . . . 328,278 1,965,060 1,236,382 2,440,385
Land and property. . . . . . . . . . . . . . . . . 913,623 1,916,036 5,120,597 4,159,296
Operating properties . . . . . . . . . . . . . . . 3,714,381 4,105,605 7,567,478 8,322,052
Brokerage and other operations . . . . . . . . . . 1,238,425 6,862,922 2,226,135 12,747,580
----------- ----------- ----------- -----------
Total cost of revenues . . . . . . . . . . . 77,945,954 65,229,157 134,607,515 144,232,002
----------- ----------- ----------- -----------
Gross operating profit . . . . . . . . . . . . . . . 21,704,455 26,921,826 34,614,649 36,321,550
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . . . . . . (6,422,711) (4,070,850) (11,493,741) (7,785,537)
Legal settlement . . . . . . . . . . . . . . . . . . -- -- -- 9,000,000
----------- ----------- ----------- -----------
Net operating income . . . . . . . . . . . . 15,281,744 22,850,976 23,120,908 37,536,013

Interest income. . . . . . . . . . . . . . . . . . . 446,231 298,906 1,658,583 1,712,142
Equity in earnings of unconsolidated ventures. . . . 149,300 245,296 180,104 675,823
Real estate taxes, net of amounts
capitalized. . . . . . . . . . . . . . . . . . . . (379,042) (689,984) (835,606) (1,370,805)
----------- ----------- ----------- -----------
Net income before extraordinary item . . . . 15,498,233 22,705,194 24,123,989 38,553,173

<PAGE>

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

CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
2000 1999 2000 1999
----------- ---------- ----------- ----------
Extraordinary item:
Gain on extinguishment of debt . . . . . . . . . . -- -- 6,205,044 --
----------- ----------- ----------- -----------
Net income . . . . . . . . . . . . . . . . . $15,498,233 22,705,194 30,329,033 38,553,173
=========== =========== =========== ===========

Net income before extraordinary
item per Limited Partner
Interest . . . . . . . . . . . . . . . . . $ 37.93 55.63 59.07 94.47
=========== =========== =========== ===========

Extraordinary item per
Limited Partnership Interest . . . . . . . $ 0.00 0.00 15.20 0.00
=========== =========== =========== ===========

Net income per Limited Partnership
Interest . . . . . . . . . . . . . . . . . $ 37.93 55.63 74.27 94.47
=========== =========== =========== ===========

Cash distributions per Limited
Partnership Interest . . . . . . . . . . $ .05 .08 119.76 145.08
=========== =========== =========== ===========

<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

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)

2000 1999
------------ ----------
Net income . . . . . . . . . . . . . . . . . . $ 30,329,034 38,553,173
Charges (credits) to net income not
requiring (providing) cash:
Depreciation and amortization. . . . . . . . 1,508,497 1,576,855
Equity in earnings of unconsolidated
ventures . . . . . . . . . . . . . . . . . (180,104) (675,823)
Provision for doubtful accounts. . . . . . . (21,231) (38,288)
Extraordinary gain on extinguishment
of debt. . . . . . . . . . . . . . . . . . (6,205,044) --
Gain on sale of property and equipment . . . (182,702) --
Changes in:
Restricted cash. . . . . . . . . . . . . . . (8,033,944) (4,275,624)
Trade and other accounts receivable. . . . . 21,772,684 (36,459,633)
Real estate inventories:
Additions to real estate inventories . . . (132,345,463) (106,793,471)
Cost of sales. . . . . . . . . . . . . . . 116,237,152 116,436,853
Capitalized interest . . . . . . . . . . . (1,119,540) (1,999,035)
Capitalized real estate taxes. . . . . . . (1,801,792) (1,479,607)
Equity memberships . . . . . . . . . . . . . 1,667,120 185,278
Amounts due from affiliates, net . . . . . . (402,451) 427,478
Prepaid expenses and other assets. . . . . . (1,926,856) 833,312
Accounts payable, accrued expenses
and other liabilities. . . . . . . . . . . 3,445,449 5,284,111
Deposits and unearned income . . . . . . . . 2,765,969 4,990,241
------------ -----------
Net cash provided by
operating activities . . . . . . . 25,506,778 16,565,820
------------ -----------
Investing activities:
Acquisitions of property and equipment . . . (676,328) (690,052)
Proceeds from sales of property
and equipment. . . . . . . . . . . . . . . 206,000 897,494
Joint venture distributions. . . . . . . . . 186,961 832,431
------------ -----------
Net cash (used in) provided by
investing activities . . . . . . . (283,367) 1,039,873
------------ -----------
Financing activities:
Proceeds from notes and mortgages
payable. . . . . . . . . . . . . . . . . . 2,772,223 2,143,852
Payments of notes and mortgages payable. . . (8,750,000) (14,166,667)
Distributions to General Partner and
Associate Limited Partners . . . . . . . . (13,662,000) (3,257,672)
Distributions to Limited Partners. . . . . . (48,379,920) (58,610,645)
------------ -----------
Net cash used in
financing activities . . . . . . . (68,019,697) (73,891,132)
------------ -----------
Decrease in Cash and cash equivalents. . . . . (42,796,286) (56,285,439)
Cash and cash equivalents,
beginning of period. . . . . . . . . . . . . 71,965,185 82,103,559
------------ -----------
Cash and cash equivalents,
end of period. . . . . . . . . . . . . . . . $ 29,168,899 25,818,120
============ ===========

The accompanying notes are an integral part
of these consolidated financial statements.

<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2000 AND 1999
(UNAUDITED)

Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1999,
which are included in the Partnership's 1999 Annual Report on Form 10-K
(File No. 0-16976) filed on March 31, 2000, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements, and which are required by accounting principles
generally accepted in the United States for complete 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
1999 Annual Report.

GENERAL

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
June 30, 2000 and December 31, 1999 and for the three and six months ended
June 30, 2000 and 1999. The results of operations for the three and six
month periods ended June 30, 2000 are not necessarily indicative of the
results to be expected for the fiscal year ending December 31, 2000.

Capitalized Interest and Real Estate Taxes

Interest, including the amortization of loan fees, of $1,119,540 and
$1,999,035 was incurred for the six months ended June 30, 2000 and 1999,
respectively, all of which was capitalized. Interest payments, including
amounts capitalized, of $1,129,569 and $1,870,066 were made during the six
months ended June 30, 2000 and 1999, respectively. Interest, including the
amortization of loan fees, of $486,377 and $1,009,098 was incurred for the
three months ended June 30, 2000 and 1999, respectively, all of which was
capitalized. Interest payments, including amounts capitalized of $462,382
and $885,879 were made during the three months ended June 30, 2000 and
1999, respectively. The decrease in interest incurred and paid during the
three and six month periods ended June 30, 2000 as compared to the same
periods in 1999 is due primarily to the overall decrease in the average
amount of debt outstanding on the Partnership's term loan.

Real estate taxes of $2,637,397 and $2,850,412 were incurred for the
six months ended June 30, 2000 and 1999, respectively, of which $1,801,792
and $1,479,607 were capitalized, respectively. Real estate tax payments of
$203,456 and $431,486 were made during the six months ended June 30, 2000
and 1999, respectively. In addition, real estate tax reimbursements
totaling $89,956 and $198,448 were received from the Partnership's escrow
agent during the six months ended June 30, 2000 and 1999, respectively.
Real estate taxes of $1,329,923 and $1,460,953 were incurred for the three
months ended June 30, 2000 and 1999, respectively, of which $950,880 and
$770,969 were capitalized, respectively. Real estate tax payments of
$144,835 and $274,876 were made during the three months ended June 30, 2000
and 1999, respectively. In addition, real estate tax reimbursements
totaling $31,581 and $93,512 were received from the Partnership's escrow
agent during the three months ended June 30, 2000 and 1999, 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.

<PAGE>

Property and Equipment and Other Assets

Depreciation expense of $1,164,222 and $1,255,025 was recorded for the
six months ended June 30, 2000 and 1999, respectively. Amortization of
other assets, excluding loan fees, of $210,942 and $196,830 was recorded
for the six months ended June 30, 2000 and 1999, respectively.
Amortization of loan fees, which is included in interest expense, of
$133,333 and $125,000 was recorded for the six months ended June 30, 2000
and 1999, respectively. Depreciation expense of $584,567 and $613,432 was
recorded for the three months ended June 30, 2000 and 1999, respectively.
Amortization of other assets, excluding loan fees, of $112,527 and $98,415
was recorded for the three months ended June 30, 2000 and 1999,
respectively. Amortization of loan fees, which is included in interest
expense, of $70,833 and $62,500 was recorded for the three months ended
June 30, 2000 and 1999, respectively.

Partnership Distributions

During February 2000, the Partnership made a distribution for 1999 of
$48,361,056 to its Holders of Interests ($119.71 per Interest) and
$13,638,944 to the General Partner and Associate Limited Partners,
collectively. These distributions are the primary cause for the decrease
in Cash and cash equivalents on the accompanying consolidated balance
sheets at June 30, 2000 as compared to December 31, 1999.

In addition, during April and May 2000, distributions totaling $18,864
(approximately $.05 per Interest), and $23,056 were paid or deemed to be
paid to the Holders of Interests and to the General Partner and Associate
Limited Partners, respectively, a portion of which was remitted to the
North Carolina tax authorities on their behalf for the 1999 non-resident
withholding tax.

Reclassifications

Certain reclassifications have been made to the 1999 financial
statements to conform to the 2000 presentation.

NOTES AND MORTGAGES PAYABLE

At June 30, 2000, the balances outstanding on the term loan, the
revolving line of credit and the letter of credit facility were
approximately $18,750,000, $0 and $287,293, respectively. For the six
month period ended June 30, 2000, 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 9.5% per annum.

In May 2000, the Partnership closed on a $20 million loan with First
Union National Bank for the development and construction of The Shoppes of
Town Center in Weston, a mixed use retail/office plaza consisting of
approximately 148,000 net leasable square feet. The loan was made to an
indirect, majority-owned subsidiary of the Partnership, and the Partnership
has guaranteed the obligations of the borrower, subject to a reduction in
the guarantee upon the satisfaction of certain conditions. Interest on the
loan is payable monthly based on the relevant LIBOR rate plus 1.8% per
annum during the first year of the loan. Thereafter, subject to the
satisfaction of certain conditions, the loan would be extended for two
years and payments of principal and interest would be due on the loan based
upon a 25 year loan amortization schedule. The loan is payable in full on
the third anniversary from the date of closing. The loan may be prepaid in
whole or in part at anytime, provided that the borrower pays any costs or
expenses of the lender incurred as a result of a prepayment on a date other
than the last day of a LIBOR interest period. Construction of The Shoppes
of Town Center in Weston commenced in March 2000. At June 30, 2000, the
balance outstanding on the loan was approximately $2,800,000.

<PAGE>

INVESTMENTS IN AND ADVANCES TO JOINT VENTURES

During June 2000, the Partnership received a $100,000 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. This $100,000 distribution constituted a substantial portion of
Equity in earnings of unconsolidated joint ventures for the three and six
month periods ended June 30, 2000.

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.

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 six months ended June 30, 2000 was approximately $26,900, all of
which was paid as of June 30, 2000. The total of such costs for the six
months ended June 30, 1999 was approximately $166,200. 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 $503,800 and $183,300 for the six months ended June 30,
2000 and 1999, respectively, all of which were paid as of June 30, 2000.

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,
salaries 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 six month period ended June 30, 2000,
the amount of such costs incurred by the Partnership on behalf of these
affiliates totaled approximately $206,900. At June 30, 2000, approximately
$36,700 was owed to the Partnership, all of which was received as of
July 26, 2000. For the six month period ended June 30, 1999, the
Partnership was entitled to reimbursements of approximately $399,100.

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 have provided 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 most of the same personnel. St.
Joe/Arvida is reimbursed for such services and personnel on the same basis

<PAGE>

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 six month periods ended June 30, 2000 and 1999, the
Partnership reimbursed St. Joe/Arvida or its affiliates approximately
$3,739,200 and $3,606,400, respectively, for the services provided to the
Partnership by St. Joe/Arvida pursuant to the sub-management agreement
discussed above. At June 30, 2000, the Partnership owed St. Joe/Arvida
approximately $100,200 for services provided pursuant to this agreement,
all of which was paid as of July 26, 2000. The Partnership also receives
reimbursement from St. Joe/Arvida for certain general and administrative
costs including, and without limitation, salaries and salary-related costs
relating to work performed by employees of the Partnership on behalf of St.
Joe/Arvida. For the six month periods ended June 30, 2000 and 1999, the
Partnership was entitled to reimbursement of such costs totaling
approximately $993,600 and $927,400, respectively, from St. Joe/Arvida or
its affiliates. Of this amount, approximately $273,400 was owed to the
Partnership at June 30, 2000, all of which was received as of July 26,
2000.

The Partnership pays for certain general and administrative costs on
behalf of its clubs, homeowner associations and maintenance associations
(including salaries and salary-related costs and legal fees). The
Partnership receives reimbursements from these entities for such costs.
For the six month periods ended June 30, 2000 and 1999, the Partnership was
entitled to receive approximately $892,300 and $715,300, respectively, from
these entities. At June 30, 2000, approximately $39,700 was owed to the
Partnership, none of which was received as of July 26, 2000.

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 six
months ended June 30, 2000 and 1999, the Partnership was entitled to
receive approximately $458,100 and $702,600, respectively. At June 30,
2000, approximately $800,300 was unpaid (including amounts owed from the
previous year), none of which was received as of July 26, 2000.

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 six months ended June 30, 2000, the Partnership was entitled to
receive approximately $4,600. At June 30, 2000, approximately $2,700 was
owed to the Partnership, none of which was received as of July 26, 2000.

In February 2000, the General Partner and Associate Limited Partners,
collectively, received cash distributions in the aggregate amount of
$13,638,944. Such amount included approximately $1,259,000 previously
deferred by the General Partner and Associate Limited Partners,
collectively, out of their share of the August 1997 distribution in
connection with the settlement of certain litigation, as well as $6,305,844
of the total $12,541,500 that had previously been deferred pursuant to the
terms of the Partnership Agreement. In April and May, distributions of
approximately $23,100 were paid or deemed paid to the General Partner and
Associate Limited Partners, including approximately $18,900 of net cash
flow distributions that had previously been deferred pursuant to the terms
of the Partnership Agreement. Pursuant to the terms of the Partnership
Agreement, the remaining deferred distributions payable to the General
Partner and Associate Limited Partners totalling $6,216,789 will be paid to
them out of one-half of net cash flow otherwise distributable to the
Holders of Interest until all such deferred amounts have been paid.

<PAGE>

Brokerage and other operations revenues decreased for the three and
six month periods ending June 30, 2000 as compared to the same periods in
1999 due primarily to the sale of the Partnership's resale brokerage
operations in Weston, Sawgrass, and Boca Raton, Florida to an affiliate of
the St. Joe Company in June 1999.

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.

EXTRAORDINARY GAIN

In March 2000, the Partnership closed on the sale of the remaining
lots at The Cullasaja Club Community, as well as its remaining equity
memberships in the Cullasaja Club to the Cullasaja Club, Inc. and Cullasaja
Realty Development, Inc. for a total sales price of approximately $3.0
million. In addition, debt principal owed to unaffiliated third party
lenders, as well as related accrued interest, was extinguished in
conjunction with this sale, as the payment of such principal and interest
was contingent upon net cash flows generated from the Cullasaja Community.
Such cash flows were not achieved, and as a result, the Partnership
recorded an extraordinary gain related to the extinguishment of debt of
approximately $6.2 million, as reflected on the accompanying consolidated
statement of operations. This transaction resulted in a gain for financial
reporting purposes and a loss for tax reporting purposes, and also resulted
in the decrease in Equity memberships, Notes payable, and Accrued and other
liabilities on the accompanying consolidated balance sheets at June 30,
2000 as compared to December 31, 1999.

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 $287,300 and $18,317,000, respectively,
at June 30, 2000. 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 June 30, 2000.

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
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 The Walt Disney Company ("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

<PAGE>

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 providing
defenses and 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 $9.93 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 a defendant in one remaining insurance
subrogation matter. On or about May 10, 1996, a subrogation claim 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 Insurance Company
("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 is being defended by
counsel for one of its insurance carriers. Due to the uncertainty of the
outcome of this subrogation action, the accompanying consolidated financial
statements do not reflect any accruals related to this matter.

<PAGE>

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 fully assess the
alleged merits of the plaintiffs' report. The Partnership is currently
being defended by counsel for one of its insurance carriers. The
Partnership has agreed in principle to settle the claims brought in
connection with Lakes of the Meadows Village Homes Condominium No. 8
Maintenance Association, Inc. for a payment of $155,000 to be funded by one
of the Partnership's insurance carriers. The Partnership can give no
assurance that the settlement will be consummated. In the event the
settlement is not consummated, the Partnership intends to vigorously defend
itself against the claims of this condominium association, as well as the
others, by, among other things, pursuing its defenses of release.

In 1994, the Partnership was advised by Merrill Lynch that various
investors 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 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 sought to arbitrate claims
involving unspecified damages against Merrill Lynch based on Merrill
Lynch's alleged violation of applicable state and/or 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 resolved some of these claims
through litigation and otherwise, and that Merrill Lynch has defended 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 available to the Partnership 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 available to the Partnership 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.

<PAGE>

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 sought, through various theories, including but
not limited to breach of ordinances, breach of fiduciary duty (constructive
trust), individual counts for fraudulent inducement 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.

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 ("Savoy" case).
The lawsuit was filed as a three-count complaint for dissolution of the
Broken Sound Club, Inc. ("Club"), and sought, 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 deemed
just, fair and proper. This action was consolidated with the Council of
Villages case.

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 ordinances, breach of fiduciary duty, civil theft
(treble damages) 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 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 filed a third-
party complaint for indemnification and contribution against Disney in
these consolidated actions in the event the Partnership was 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 judgment and other motions on various matters related to the case.
The Court granted the Partnership's motions for summary judgment as they
relate to: civil theft (treble damages), all of the individual counts for
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.
("CCMA"), the Club, and the Partnership. Approximately $5,000,000 in legal
fees and expenses have been incurred in the lawsuit as of June 30, 2000.

<PAGE>

Boca Raton ordinance regarding open space, fraudulent inducement, and civil
theft (treble damages). The Partnership's motion for summary judgment as
to the breach of fiduciary duty was granted. Finally, the Partnership's
motion for summary judgment as to unjust enrichment was denied. Among the
matters remaining for trial were the following: damages for breach of the
land dedication ordinance; the damages, if any, recoverable for alleged
unjust enrichment, including without limitation the alleged damages for
return of the fees charged for club membership offset by the value of the
club, excessive management fees, and damages from the planting of ficus
trees; the Partnership's exposure, if any, for the return of a portion of
the attorneys' fees as described above; and the issues arising from the
Partnership's third party complaint against Disney.

On July 13, 2000, the Court gave preliminary approval to a mediated
settlement agreement between the Partnership and the plaintiffs in the
Council of Villages and Savoy cases. On August 3, 2000, the Partnership
and Disney entered into an agreement to settle the Partnership's third
party complaint against Disney that was filed in the Council of Villages
case. Subject to final Court approval, the two agreements collectively
provide, among other things, that: (1) the Council of Villages case,
including the third party complaint against Disney, and the Savoy case will
be dismissed with prejudice and appropriate releases will be executed; (2)
the Partnership will pay approximately $2.2 million to the Club,
approximately $1.1 million to CCMA, and $1.65 million to the Council of
Villages; (3) the Partnership will continue to manage the operations of the
Club from January 1 through November 30, 2000 for a management fee of
$175,000 and, if the settlement is not closed by December 1, 2000, the
management fee will be $15,000 per month for every additional month
thereafter; (4) the Club and CCMA agree to limit to $500,000 the amount
which they will pay in legal fees and costs for calendar year 2000 in
defense of the Council of Villages and Savoy cases and the Partnership will
pay any fees and costs in excess of $500,000, which amount the Partnership
does not expect to be substantial; (5) the Partnership agrees to forgive
certain indebtedness in the approximate amount of $1.2 million owed by the
Club; (6) the Partnership agrees to assign 207 unsold Club memberships
which the Partnership had held for sale; (7) Disney agrees to pay $900,000
to the Partnership; and (8) the Partnership will provide an interest-free
line of credit for the Club's working capital needs, which the Partnership
anticipates will not exceed $3.0 million and which will be repaid to the
Partnership on October 10, 2000. Notice of the proposed settlement was
given to the plaintiff class in July 2000. A hearing seeking final Court
approval of the settlement has been scheduled for September 21, 2000. The
Court's final approval itself is subject to appeal by any class member who
may object to the settlement terms. The Partnership cannot assure that the
settlement will receive final approval and be consummated.

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.

SUBSEQUENT EVENTS

In August 2000, the Partnership made a distribution of $10,100,000 to
its Holders of Interests ($25.00 per Interest) and $8,029,766 to the
General Partner and Associate Limited Partners, collectively.

<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 June 30, 2000 and December 31, 1999, the Partnership had
unrestricted Cash and cash equivalents of approximately $29,169,000 and
$71,965,000, respectively. The decrease in Cash and cash equivalents at
June 30, 2000 as compared to December 31, 1999 is due primarily to
distributions to partners and Holders of Interests made during February
2000 totaling $62 million, of which approximately $48,361,000 was
distributed to the Holders of Interests ($119.71 per Interest), and
approximately $13,639,000 was distributed to the General Partner and
Associate Limited Partners, collectively. In March 1999, the Partnership
made a distribution of approximately $58,580,000 to the Holders of
Interests ($145 per Interest), and $3,254,407 to the General Partner and
Associate Limited Partners, collectively.

In accordance with the Partnership Agreement, until the Holders of
Interests received aggregate distributions equal to their Capital
Investments (i.e., $1,000 per Interest), the General Partner and Associate
Limited Partners deferred a portion of their distributions of net cash flow
from the Partnership totaling approximately $12,541,000 through
December 31, 1999. With the distribution made in February 2000, Holders of
Interests have received aggregate distributions in excess of their Capital
Investments. In addition, in connection with the settlement of certain
litigation, the General Partner and 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 the litigation. The General Partner and Associate Limited
Partners were entitled to receive such deferred amount after the Holders of
Interests received a specified amount of distributions from the Partnership
after July 1, 1996, the remaining amount of which was received by the
Holders of Interest as part of their distribution in February 2000. The
distribution made in February 2000 to the General Partner and Associate
Limited Partners included the $1,259,000 amount of their August 1997
distribution that was previously deferred, as well as $6,305,844 of the
approximately $12,541,000 of net cash flow distributions to the General
Partner and Associate Limited Partners previously deferred pursuant to the
terms of the Partnership Agreement. In April and May, distributions of
approximately $23,100 were paid or deemed paid to the General Partner and
Associate Limited Partners, including approximately $18,900 of net cash
flow distributions that had previously been deferred pursuant to the terms
of the Partnership Agreement. Pursuant to the terms of the Partnership
Agreement, the remaining deferred distributions payable to the General
Partner and Associate Limited Partners totalling $6,216,789 were to be paid
to them out of one-half of net cash flow otherwise distributable to the
Holders of Interest until all such deferred amounts have been paid. With
the distribution made by the Partnership in August 2000, the General
Partner and Associate Limited Partners have received their remaining
deferred distributions.

<PAGE>

At June 30, 2000, the balances outstanding under the term loan, the
revolving line of credit and the letter of credit facility were
approximately $18,750,000, $0 and $287,300, 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 $27.5
million, which includes the entire amount currently outstanding under the
term loan, as well as a portion of the term loan that has been prepaid.
The interest rate swap agreements fix the interest rate at 8.02% and 7.84%
with respect to $16,666,667 and $10,833,333, 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 of the $12.5
million repayment scheduled for July 1999, prepaid the additional
$6,250,000 principal repayment due in February 2000, and prepaid $3,750,000
of the $12.5 million principal repayment scheduled for July 2000. In March
2000, the Partnership prepaid the remaining $8,750,000 of the $12,500,000
principal repayment scheduled for July 2000. For the quarter ended
June 30, 2000, the combined effective interest rate for the Partnership's
credit facilities, including the amortization of loan fees and the effect
of the interest rate swap agreements, was approximately 9.5% per annum.

In May 2000, the Partnership closed on a $20 million loan with First
Union National Bank for the development and construction of The Shoppes of
Town Center in Weston, a mixed use retail/office plaza consisting of
approximately 148,000 net leasable square feet. The loan was made to an
indirect, majority-owned subsidiary of the Partnership, and the Partnership
has guaranteed the obligations of the borrower, subject to a reduction in
the guarantee upon the satisfaction of certain conditions. Interest on the
loan is payable monthly based on the relevant LIBOR rate plus 1.8% per
annum during the first year of the loan. Thereafter, subject to the
satisfaction of certain conditions, the loan would be extended for two
years and payments of principal and interest would be due on the loan based
upon a 25 year loan amortization schedule. The loan is payable in full on
the third anniversary from the date of closing. The loan may be prepaid in
whole or in part at any time, provided that the borrower pays any costs or
expenses of the lender incurred as a result of a prepayment on a date other
than the last day of a LIBOR interest period. Construction of The Shoppes
of Town Center in Weston commenced in March 2000. At June 30, 2000, the
balance outstanding on the loan was approximately $2,800,000.

In March 2000, the Partnership entered into a contract with an
unaffiliated third party builder for the bulk sale of the remaining lot
inventory, consisting of approximately 103 developed and undeveloped lots,
and the sales center at its Water's Edge Community for a sale price of
approximately $3.2 million. The contract provides for the lots to be sold
in three phases, with the final phase expected to close prior to the end of
2000. The closing of the first phase of 29 lots was completed in March
2000 for approximately $0.7 million. The Partnership recorded a write-down
of its related inventory as of December 31, 1999 to reduce the carrying
value of Water's Edge to its estimated fair value less selling costs at
that date. Accordingly, this transaction resulted in no gain or loss for
financial reporting purposes in 2000 and an approximate $0.7 million loss
for tax reporting purposes.

<PAGE>

sale of the lot inventory and equity memberships resulted in a gain for
financial reporting purposes and a loss for tax reporting purposes, and
also resulted in the decrease in Equity memberships, Notes payable, and
Accrued expenses and other liabilities on the accompanying consolidated
balance sheet at June 30, 2000 as compared to that at December 31, 1999.

The General Partner has established a special committee (the "Special
Committee") consisting of certain directors of the General Partner to
review and respond to unsolicited tender offers for Interests. During July
2000, Madison Liquidity Investors 100, LLC ("Madison") commenced an offer
to acquire up to 4.9% of the outstanding Interests at a purchase price of
$240 per Interest (subject to reduction for the amount of transfer costs
and the $25 per Interest distribution made in August 2000). The Special
Committee has determined that the offer is inadequate and not in the best
interests of the Holders of Interests. Accordingly, the Special Committee
has recommended that Holders of Interests reject such offer and not tender
their Interests pursuant to such offer. The offer is currently scheduled
to expire on September 1, 2000.

The Partnership has been notified that another party intends to make
an unsolicited offer in August 2000 for up to approximately 14,700
Interests (or approximately 3.6% of the outstanding Interests) at a
purchase price of $300 per Interest (subject to reduction for the amount of
transfer costs and the $25 per Interest distribution made in August 2000).
There is no assurance whether any such offer will in fact be made or, if
so, whether such offer will be amended, withdrawn or consummated. The
Special Committee will make its recommendation, if any, in regard to such
offer if such offer is made.

RESULTS OF OPERATIONS

The results of operations for the three and six months ended June 30,
2000 and 1999, are primarily attributable to the development and sale or
operation of the Partnership's assets.

For the three months ended June 30, 2000, the Partnership (including
its consolidated and unconsolidated ventures) closed on the sale of 441
housing units, 8 homesites, and approximately one acre of developed land.
This compares to closings in the second quarter of 1999 of 300 housing
units, 34 homesites, approximately 6 acres of developed and undeveloped
land, as well as the sale of its resale brokerage operations. Outstanding
contracts ("backlog") at June 30, 2000, were for 1,096 housing units, 59
homesites, and approximately one acre of developed land. This compares to
a backlog at June 30, 1999 of 886 housing units, 35 homesites and
approximately 10 acres of developed land tracts.

The Partnership's remaining Communities are in various stages of
development, with estimated remaining build-outs ranging from one to three
years. Notwithstanding the estimated duration of the build-outs, the
Partnership currently expects to complete its orderly liquidation by
October 2002. The Weston Community, located in Broward County, Florida, is
in its mid-stage of development. The Jacksonville Golf & Country Club and
River Hills Country Club Communities in Florida are in their late stages of
development, as is the Water's Edge Community in Georgia. Only builder
units and equity memberships remain to be sold at Jacksonville Golf &
Country Club at June 30, 2000. The Partnership's condominium project on
Longboat Key, Florida, known as Arvida's Grand Bay, was completed in 1999,
and all units were sold and closed by February 2000. In March 2000, the
remaining lots and equity club memberships at the Cullasaja Club were sold
and the Partnership entered into a contract for the sale of the remaining
lots and the sales center at the Water's Edge Community. Future revenues
will be impacted to the extent that there are lower levels of inventories
available for sale as the Partnership's remaining Communities approach or
undertake their final phases.

<PAGE>

Housing revenues increased for the three and six month periods ended
June 30, 2000 as compared to the same periods in 1999 due primarily to an
increase in the number of units closed and an increase in unit prices, as
well as a change in the mix of products at the Partnership's Weston
Community. Revenues generated from the closing of units in Weston account
for approximately 96% and 95% of the housing revenues recognized for the
three and six months ended June 30, 2000, respectively. Revenues generated
from the closing of units in Weston account for approximately 83% and 71%
of the housing revenues recognized for the three and six months ended
June 30, 1999, respectively. The increase in housing revenues was
partially offset by decreased revenues at Grand Bay due to the
Partnership's recognition of approximately $32 million under the
percentage-of-completion method in the first six months of 1999. As
discussed above, Grand Bay was sold out and construction was completed in
1999. All units were closed by February 2000, which is the primary cause
for the decrease in Trade and other accounts receivable on the accompanying
consolidated balance sheets at June 30, 2000 as compared to December 31,
1999. Revenues also decreased at the Partnership's River Hills Community
due to a decrease in the number of units closed. This decrease in the
number of units closed is due to the fact that there is less inventory
available for sale as the Community approaches its final stage.

The Partnership's plan for the Weston Community included an increase
in its home building operations, which resulted in a reduced number of lots
available for sale to third-party builders. During the second quarter of
2000, the final lot in the Weston Community was closed. No additional lot
inventory remains to be sold in Weston. This is the primary cause for the
decrease in homesite revenue for the three and six month periods ended
June 30, 2000 as compared to the same periods in 1999. In March 2000, the
Partnership entered into a contract with an unaffiliated third party
builder for the bulk sale of the remaining lot inventory, consisting of
approximately 103 developed and undeveloped lots, and the sales center at
its Water's Edge Community, for a sale price of approximately $3.2 million.

The contract provides for the lots to be sold in three phases, with the
final phase expected to close prior to the end of 2000. The closing of the
first phase of 29 lots was completed in March 2000 for approximately $0.7
million. Revenues generated from the closing of this phase partially
offset the decrease in homesite revenues for the three and six months ended
June 30, 2000.

Land and property revenues for the six months ended June 30, 2000 were
generated primarily from the sales of the remaining lots and equity
memberships at The Cullasaja Club Community, a commercial office building
in Boca Raton, Florida, several one-story commercial office buildings in
Weston, and approximately two acres of developed commercial property in
Weston. Revenues generated for the same period in 1999 were primarily from
the sale of 20 acres of developed land in Weston, as well as the sale of
the Partnership's resale brokerage operations in Weston, Sawgrass and Boca
Raton, Florida to an affiliate of the St. Joe Company.

The decrease in revenues from Operating properties for the three and
six month periods ended June 30, 2000 as compared to the same periods in
1999 is due primarily to the sale of the Partnership's country club in
River Hills in August 1999. This decrease was partially offset by
increased membership dues and fees at the Weston Hills Country Club for the
three and six month periods ended June 30, 2000 as compared to the same
periods in 1999.

Brokerage and other operations revenues decreased for the three and
six month periods ended June 30, 2000 as compared to the same periods in
1999 due to the sale of the Partnership's resale brokerage operations in
Weston, Sawgrass, and Boca Raton, Florida to an affiliate of The St. Joe
Company in June 1999, as well as proceeds in the amount of $9 million
received in the settlement of the lawsuit with Disney in June 1999.

<PAGE>

Selling, general and administrative expenses include all marketing
costs, with the exception of those costs capitalized in conjunction with
the construction of housing units, as well as project and general
administrative costs. These expenses are net of the marketing fees
received from third party builders. Selling, general and administrative
expenses increased for the three and six month periods ended June 30, 2000
as compared to the same periods in 1999 due to decreased marketing fees
earned from the sale of builder units, primarily in the Weston Community.
The Partnership's plan for Weston included an increase in its home building
operations, resulting in fewer builder units available for sale. The final
builder unit was closed in the first quarter of 2000. No builder units
remain for sale in the Weston Community. In addition, expected settlement
costs as a result of a preliminary mediated settlement in the Council of
Villages and Savoy lawsuits, have also contributed to increased selling,
general, and administrative expenses during 2000 compared to 1999.

During 1999, the Partnership received an approximate $0.6 million
distribution from the Tampa 301 Associates Joint Venture. A portion of the
amount distributed was in excess of the Partnership's carrying value of its
investment in this joint venture. The distribution constituted a
substantial portion of Equity in earnings of unconsolidated joint ventures
for the six month period ended June 30, 1999.

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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.

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's 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. 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 building 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 the buildings nor fully assess the
alleged merits of the plaintiffs' report. The Partnership is currently
being defended by counsel for one of its insurance carriers. The
Partnership has agreed in principle to settle the claims brought in
connection with Lakes of the Meadows Village Homes Condominium No. 8
Maintenance Association, Inc. for a payment of $155,000 to be funded by one
of the Partnership's insurance carriers. The Partnership can give no
assurance that the settlement will be consummated. In the event the
settlement is not consummated, the Partnership intends to vigorously defend
itself against the claims of this condominium association, as well as the
others, by, among other things, pursuing its defenses of release.

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, was brought as a class action, and individually, on
behalf of various residents of the Broken Sound Community, and alleged 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 sought, through various theories, including but

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not limited to breach of ordinances, breach of fiduciary duty (constructive
trust), individual counts for fraudulent inducement 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.

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 ("Savoy Case").
The lawsuit was filed as a three-count complaint for dissolution of the
Broken Sound Club, Inc. ("Club"), and sought, 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 deemed
just, fair and proper. This lawsuit was consolidated with the Council of
Village case.

The Court issued further orders in the case. The Court denied
Disney's motion for summary judgment regarding its obligation to indemnify,
the Court finding that there were issues of material fact regarding the
circumstances under which Disney must indemnify the Partnership. The Court
reconsidered its earlier ruling that Disney had a duty to defend the
Partnership in this action and determined that there were issues of fact
regarding Disney's duty to defend the Partnership that could not be
determined before trial. The Court denied plaintiffs' motion to amend the
complaint to obtain punitive damages and plaintiffs' motion for rehearing,
reconsideration or clarification with respect to the Court's rulings on the
Boca Raton ordinance regarding open space, fraudulent inducement, and civil
theft (treble damages). The Partnership's motion for summary judgment as
to the breach of fiduciary duty was granted. Finally, the Partnership's
motion for summary judgment as to unjust enrichment was denied. Among the
matters remaining for trial were the following: damages for breach of the
land dedication ordinance; the damages, in any, recoverable for alleged
unjust enrichment, including without limitation the alleged damages for
return of the fees charged for club membership offset by the value of the

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club, excessive management fees, and damages from the planting of ficus
trees; the Partnership's exposure, if any, for the return of a portion of
the attorneys' fees as described above; and the issues arising from the
Partnership's third party complaint against Disney.

On July 13, 2000, the Court gave preliminary approval to a mediated
settlement agreement between the Partnership and the plaintiffs in the
Counsel of Villages and Savoy cases. On August 3, 2000, the Partnership
and Disney entered into an agreement to settle the Partnership's third
party complaint against Disney that was filed in the Council of Villages
case. Subject to final Court approval, the two agreements collectively
provide, among other things, that: (1) the Council of Villages case,
including the third party complaint against Disney, and the Savoy case will
be dismissed with prejudice and appropriate releases will be executed; (2)
the Partnership will pay approximately $2.2 million to the Club,
approximately $1.1 million to CCMA, and $1.65 million to the Council of
Villages; (3) the Partnership will continue to manage the operations of the
Club from January 1 through November 30, 2000 for a management fee of
$175,000 and, if the settlement is not closed by December 1, 2000, the
management fee will be $15,000 per month for every additional month
thereafter; (4) the Club and CCMA agree to limit to $500,000, the amount
which they will pay in legal fees and costs for calendar year 2000 in
defense of the Council of Villages and Savoy cases and the Partnership will
pay any fees and costs in excess of $500,000, which amount the Partnership
does not expect to be substantial; (5) the Partnership agrees to forgive
certain indebtedness in the approximate amount of $1.2 million owed by the
Club; (6) the Partnership agrees to assign 207 unsold Club memberships
which the Partnership had held for sale; (7) Disney agrees to pay $900,000
to the Partnership; and (8) the Partnership will provide an interest-free
line of credit for the Club's working capital needs, which the Partnership
anticipates will not exceed $3.0 million and which will be repaid to the
Partnership on October 10, 2000. Notice of the proposed settlement was
given to the plaintiff class in July 2000. A hearing seeking final Court
approval of the settlement has been scheduled for September 21, 2000. The
Court's final approval itself is subject to appeal by any class member who
may object to the settlement terms. The Partnership cannot assure that the
settlements will receive final approval and be consummated.

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 5. OTHER INFORMATION - GENERAL PARTNER

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 and
their affiliates. Substantially all of the shares of JMB are owned by
certain of 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 (5.80% as of June 30, 2000). All interest is deferred and is
added to the principal balance of the note. On June 30, 2000, a dividend

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was made in the amount of $28,842. The dividend reduced the balance of
deferred interest on the note receivable to zero. 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 June 30, 2000 is as follows:

Assets

Cash. . . . . . . . . . . . . . . . . . . . . . . . . . $ 509,854
Investment in partnerships. . . . . . . . . . . . . . . 977,619
Other assets. . . . . . . . . . . . . . . . . . . . . . 31,464
-----------
$ 1,518,937
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Owner's equity

Capital stock . . . . . . . . . . . . . . . . . . . . . $ 1,000
Additional paid-in capital, net of retained deficit
and dividends . . . . . . . . . . . . . . . . . . . . 2,517,937

Less: note receivable from Northbrook . . . . . . . . . (1,000,000)
-----------
$ 1,518,937
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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 during the quarter
for which this report is filed.

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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: August 14, 2000

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: August 14, 2000