SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
ARVIDA/JMB PARTNERS, L.P.
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(Exact name of registrant as specified in its charter)
Commission File No. 0-16976 IRS Employer Identification
No. 36-3507015
The undersigned registrant hereby amends the following section of its
Report for the quarter ended June 30, 2000 on Form 10-Q as set forth in the
pages attached hereto:
ITEM 5. OTHER INFORMATION - GENERAL PARTNER
Pages 24 and 25
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant 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
Dated: August 18, 2000
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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
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$ 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)
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$ 1,518,937
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At the annual meeting of the General Partner held on August 8, 2000,
Messrs. Judd D. Malkin, Neil G. Bluhm, Burton E. Glazov, Stuart C. Nathan,
A. Lee Sacks and John G. Schreiber were removed as Directors and Gary
Nickele was elected as sole Director of the General Partner. In addition
to being Directors, Messrs. Malkin, Glazov, Nathan, Sacks and Schreiber had
also served as members of the Special Committee of the General Partner's
Board of Directors, which had been established to deal with all matters
relating to tender offers for Interests in the Partnership as well as
certain other matters. Messrs. Malkin and Bluhm remain as Chairman and
President, respectively, of the General Partner.
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
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* 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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