ARVIDA JMB PARTNERS L P, 10-Q, 2000-11-14

ARVIDA JMB PARTNERS L P
10-Q, 2000-11-14
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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
September 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 . . . . . . . . . . . 26

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

CONSOLIDATED BALANCE SHEETS

ASSETS
------

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

Cash and cash equivalents. . . . . . . . . . $ 44,340,445 71,965,185
Restricted cash. . . . . . . . . . . . . . . 24,092,659 13,800,070
Trade and other accounts receivable
(net of allowance for doubtful
accounts of $383,974 at
September 30, 2000 and $189,983
at December 31, 1999). . . . . . . . . . . 5,246,282 27,405,788
Real estate inventories. . . . . . . . . . . 151,501,401 160,011,715
Property and equipment, net. . . . . . . . . 38,564,027 28,306,211
Investments in and advances to
joint ventures, net. . . . . . . . . . . . 445,435 460,805
Equity memberships . . . . . . . . . . . . . 20,000 1,687,120
Amounts due from affiliates, net . . . . . . 863,817 650,163
Prepaid expenses and other assets. . . . . . 8,409,281 6,215,748
------------ ------------

Total assets . . . . . . . . . . . $273,483,347 310,502,805
============ ============

<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,
2000 1999
(Unaudited) (See Note)
------------- -----------

Liabilities:
Accounts payable . . . . . . . . . . . . . $ 19,537,596 21,692,034
Deposits . . . . . . . . . . . . . . . . . 38,450,758 29,704,627
Accrued expenses and other
liabilities. . . . . . . . . . . . . . . 20,526,980 19,434,618
Notes and mortgages payable, net . . . . . 20,143,821 30,564,201
------------ ------------

Commitments and contingencies

Total liabilities. . . . . . . . . 98,659,155 101,395,480
------------ ------------

Partners' capital accounts:
General Partner and
Associate Limited Partners:
Capital contributions. . . . . . . . . . 20,000 20,000
Cumulative net income. . . . . . . . . . 68,473,115 60,143,692
Cumulative cash distributions. . . . . . (66,938,739) (45,246,973)
------------ ------------
1,554,376 14,916,719
------------ ------------
Limited Partners:
Capital contributions,
net of offering costs. . . . . . . . . 364,841,815 364,841,815
Cumulative net income. . . . . . . . . . 235,656,136 198,097,006
Cumulative cash distributions. . . . . . (427,228,135) (368,748,215)
------------ ------------
173,269,816 194,190,606
------------ ------------
Total partners' capital
accounts . . . . . . . . . . . . 174,824,192 209,107,325
------------ ------------

Total liabilities and
partners' capital. . . . . . . . $273,483,347 310,502,805
============ ============

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

(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
2000 1999 2000 1999
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues:
Housing. . . . . . . . . . . . . . . . . . . . . . $89,598,153 69,968,421 237,647,949 216,160,801
Homesites. . . . . . . . . . . . . . . . . . . . . 2,030,727 3,668,494 3,719,539 7,429,458
Land and property. . . . . . . . . . . . . . . . . 191,575 9,334,832 8,837,577 16,431,608
Operating properties . . . . . . . . . . . . . . . 3,813,088 3,488,578 12,085,165 12,594,910
Brokerage and other operations . . . . . . . . . . 825,224 1,622,327 3,390,701 16,019,427
----------- ----------- ----------- -----------
Total revenues . . . . . . . . . . . . . . . 96,458,767 88,082,652 265,680,931 268,636,204
----------- ----------- ----------- -----------
Cost of revenues:
Housing. . . . . . . . . . . . . . . . . . . . . . 70,496,522 55,715,933 188,953,445 172,278,622
Homesites. . . . . . . . . . . . . . . . . . . . . 2,000,160 2,427,774 3,236,542 4,868,159
Land and property. . . . . . . . . . . . . . . . . -- 5,406,283 5,120,597 9,565,579
Operating properties . . . . . . . . . . . . . . . 3,406,569 3,767,841 10,974,047 12,089,893
Brokerage and other operations . . . . . . . . . . 877,980 1,644,794 3,104,115 14,392,374
----------- ----------- ----------- -----------
Total cost of revenues . . . . . . . . . . . 76,781,231 68,962,625 211,388,746 213,194,627
----------- ----------- ----------- -----------
Gross operating profit . . . . . . . . . . . . . . . 19,677,536 19,120,027 54,292,185 55,441,577
Selling, general and administrative
expenses . . . . . . . . . . . . . . . . . . . . . (4,609,220) (4,936,843) (16,102,961) (12,722,380)
Legal settlement . . . . . . . . . . . . . . . . . . -- -- -- 9,000,000
----------- ----------- ----------- -----------
Net operating income . . . . . . . . . . . . 15,068,316 14,183,184 38,189,224 51,719,197

Interest income. . . . . . . . . . . . . . . . . . . 735,574 575,081 2,394,157 2,287,224
Equity in earnings of unconsolidated ventures. . . . 84,775 324,116 264,878 999,939
Real estate taxes, net of amounts
capitalized. . . . . . . . . . . . . . . . . . . . (329,144) (523,701) (1,164,750) (1,894,506)
----------- ----------- ----------- -----------
Income before extraordinary item . . . . . . 15,559,521 14,558,680 39,683,509 53,111,854

<PAGE>

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

CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
2000 1999 2000 1999
----------- ---------- ----------- ----------
Extraordinary item:
Gain on extinguishment of debt . . . . . . . . . . -- -- 6,205,044 --
----------- ----------- ----------- -----------
Net income . . . . . . . . . . . . . . . . . $15,559,521 14,558,680 45,888,553 53,111,854
=========== =========== =========== ===========

Income before extraordinary
item per Limited Partner
Interest . . . . . . . . . . . . . . . . . $ 18.70 34.49 77.77 128.96
=========== =========== =========== ===========

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

Net income per Limited Partnership
Interest . . . . . . . . . . . . . . . . . $ 18.70 34.49 92.97 128.96
=========== =========== =========== ===========

Cash distributions per Limited
Partnership Interest . . . . . . . . . . $ 25.00 30.00 144.76 175.08
=========== =========== =========== ===========

<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

NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)

2000 1999
------------ ----------
Net income . . . . . . . . . . . . . . . . . . $ 45,888,553 53,111,854
Charges (credits) to net income not
requiring (providing) cash:
Depreciation and amortization. . . . . . . . 2,333,365 2,484,720
Equity in earnings of unconsolidated
ventures . . . . . . . . . . . . . . . . . (264,878) (999,939)
Provision for doubtful accounts. . . . . . . (23,136) (54,806)
Extraordinary gain on extinguishment
of debt. . . . . . . . . . . . . . . . . . (6,205,044) --
Gain on sale of property and equipment . . . (182,703) (2,475,754)
Changes in:
Restricted cash. . . . . . . . . . . . . . . (10,292,589) (10,513,663)
Trade and other accounts receivable. . . . . 22,182,642 (40,445,981)
Real estate inventories:
Additions to real estate inventories . . . (170,707,075) (172,003,967)
Cost of sales. . . . . . . . . . . . . . . 183,650,926 171,822,838
Capitalized interest . . . . . . . . . . . (1,654,189) (2,897,743)
Capitalized real estate taxes. . . . . . . (2,779,348) (2,345,025)
Equity memberships . . . . . . . . . . . . . 1,667,120 262,982
Amounts due from affiliates, net . . . . . . (213,654) 450,987
Prepaid expenses and other assets. . . . . . (2,732,390) 949,730
Accounts payable, accrued expenses
and other liabilities. . . . . . . . . . . 2,079,800 8,800,554
Deposits and unearned income . . . . . . . . 8,746,131 10,062,516
------------ -----------
Net cash provided by
operating activities . . . . . . . 71,493,531 16,209,303
------------ -----------
Investing activities:
Additions to property and equipment. . . . . (12,075,621) (1,003,119)
Proceeds from sales of property
and equipment. . . . . . . . . . . . . . . 206,000 7,086,613
Joint venture distributions. . . . . . . . . 279,225 832,431
------------ -----------
Net cash (used in) provided by
investing activities . . . . . . . (11,590,396) 6,915,925
------------ -----------
Financing activities:
Proceeds from notes and mortgages
payable. . . . . . . . . . . . . . . . . . 5,926,311 --
Payments of notes and mortgages payable. . . (13,282,500) (15,776,630)
Distributions to General Partner and
Associate Limited Partners . . . . . . . . (21,691,766) (3,930,998)
Distributions to Limited Partners. . . . . . (58,479,920) (70,730,645)
------------ -----------
Net cash used in
financing activities . . . . . . . (87,527,875) (90,438,273)
------------ -----------
Decrease in Cash and cash equivalents. . . . . (27,624,740) (67,313,045)
Cash and cash equivalents,
beginning of period. . . . . . . . . . . . . 71,965,185 82,103,559
------------ -----------
Cash and cash equivalents,
end of period. . . . . . . . . . . . . . . . $ 44,340,445 14,790,514
============ ===========

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

SEPTEMBER 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
September 30, 2000 and December 31, 1999 and for the three and nine months
ended September 30, 2000 and 1999. The results of operations for the three
and nine month periods ended September 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 $1,654,189 and
$2,897,743 was incurred for the nine months ended September 30, 2000 and
1999, respectively, all of which was capitalized. Interest payments,
including amounts capitalized, of $1,532,243 and $2,565,635 were made
during the nine months ended September 30, 2000 and 1999, respectively.
Interest, including the amortization of loan fees, of $534,649 and $898,708
was incurred for the three months ended September 30, 2000 and 1999,
respectively, all of which was capitalized. Interest payments, including
amounts capitalized, of $402,674 and $695,569 were made during the three
months ended September 30, 2000 and 1999, respectively. The decrease in
interest incurred and paid during the three and nine month periods ended
September 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 $3,944,098 and $4,239,531 were incurred for the
nine months ended September 30, 2000 and 1999, respectively, of which
$2,779,348 and $2,345,025 were capitalized, respectively. Real estate tax
payments of $325,847 and $630,586 were made during the nine months ended
September 30, 2000 and 1999, respectively. In addition, real estate tax
reimbursements totaling $103,732 and $238,498 were received from the
Partnership's escrow agent during the nine months ended September 30, 2000
and 1999, respectively. Real estate taxes of $1,306,700 and $1,389,119
were incurred for the three months ended September 30, 2000 and 1999,
respectively, of which $977,556 and $865,418 were capitalized,
respectively. Real estate tax payments of $122,391 and $199,100 were made
during the three months ended September 30, 2000 and 1999, respectively.
In addition, real estate tax reimbursements totaling $13,776 and $40,050
were received from the Partnership's escrow agent during the three months
ended September 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 $1,794,508 and $1,835,756 was recorded for the
nine months ended September 30, 2000 and 1999, respectively. Amortization
of other assets, excluding loan fees, of $330,524 and $345,714 was recorded
for the nine months ended September 30, 2000 and 1999, respectively.
Amortization of loan fees, which is included in interest expense, of
$208,333 and $303,250 was recorded for the nine months ended September 30,
2000 and 1999, respectively. Depreciation expense of $630,286 and $580,731
was recorded for the three months ended September 30, 2000 and 1999,
respectively. Amortization of other assets, excluding loan fees, of
$119,582 and $148,884 was recorded for the three months ended September 30,
2000 and 1999, respectively. Amortization of loan fees, which is included
in interest expense, of $75,000 and $178,250 was recorded for the three
months ended September 30, 2000 and 1999, respectively.

The increase in Property and equipment at September 30, 2000 as
compared to December 31, 1999 on the accompanying consolidated balance
sheets is due primarily to the ongoing construction of The Shoppes of Town
Center in Weston (see related discussion in Notes and Mortgages Payable,
below). Construction of this mixed use retail/office plaza commenced in
March 2000 and is expected to be completed in the fourth quarter of 2001.
This construction is also the primary cause for the increase in Additions
to property and equipment on the accompanying consolidated statements of
cash flows for the nine month period ended September 30, 2000 as compared
to the nine month period ended September 30, 1999.

Partnership Distributions

During August 2000, the Partnership made a distribution for 2000 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. 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 September 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 September 30, 2000, the balances outstanding on the term loan, the
revolving line of credit and the letter of credit facility were
approximately $14,217,500, $0 and $287,300, respectively. For the nine
month period ended September 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 9.6% per annum.

<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, 2000 was approximately $103,100,
all of which was paid as of September 30, 2000. The total of such costs
for the nine months ended September 30, 1999 was approximately $227,000.
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 $604,100 and $230,300 for the
nine months ended September 30, 2000 and 1999, respectively, all of which
were paid as of September 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 nine month period ended September 30,
2000, the amount of such costs incurred by the Partnership on behalf of
these affiliates totaled approximately $394,900. At September 30, 2000,
approximately $46,000 was owed to the Partnership, all of which was
received as of October 20, 2000. For the nine month period ended September
30, 1999, the Partnership was entitled to reimbursements of approximately
$598,500.

For the nine month periods ended September 30, 2000 and 1999, the
Partnership reimbursed St. Joe/Arvida Company, L.P. ("St. Joe/Arvida") or
its affiliates approximately $4,138,200 and $4,325,000, respectively, for
the services provided to the Partnership by St. Joe/Arvida pursuant to a
sub-management agreement for development and management supervisory and
advisory services (and personnel with respect thereto) to the Partnership.
At September 30, 2000, the Partnership owed St. Joe/Arvida approximately
$136,500 for services provided pursuant to this agreement, all of which was
paid as of October 20, 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 nine month periods ended September 30, 2000 and 1999, the Partnership
was entitled to reimbursement of such costs totaling approximately
$1,341,000 and $1,374,000, respectively, from St. Joe/Arvida or its
affiliates. Of this amount, approximately $218,200 was owed to the
Partnership at September 30, 2000, all of which was received as of
October 20, 2000.

<PAGE>

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 nine month periods ended September 30, 2000 and 1999, the
Partnership was entitled to receive approximately $954,300 and $1,111,600,
respectively, from these entities. At September 30, 2000, approximately
$34,000 was owed to the Partnership, none of which was received as of
October 20, 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
nine months ended September 30, 2000 and 1999, the Partnership was entitled
to receive approximately $377,700 and $763,100, respectively. At
September 30, 2000, approximately $699,400 was unpaid (including amounts
owed from the previous year), of which $290,712 was received as of
October 20, 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 nine months ended September 30, 2000, the Partnership was entitled
to receive approximately $4,600. At September 30, 2000, approximately
$2,800 was owed to the Partnership, none of which was received as of
October 20, 2000. The Partnership had previously advanced approximately
$1.6 million to the Broken Sound Club, Inc. out of profits generated from
the club's operations and payable to the Partnership. In connection with
the settlement of certain litigation, the Partnership has agreed to forgive
the repayment of this indebtedness. The entire amount of this indebtedness
was previously reserved by the Partnership. In connection with such
settlement, the Partnership also extended an interest free line of credit
to the Club, in the maximum amount of approximately $3.3 million, all of
which was repaid as of October 2000. Reference is made to the description
of the Council of Villages and Savoy cases in the "Commitments and
Contingencies" note for a further discussion of the settlement of the
litigation.

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
approximately $6,306,000 of the total $12,541,500 that had previously been
deferred pursuant to the terms of the Partnership Agreement. In April and
May 2000, 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. In
August 2000, a distribution of approximately $8,030,000 was made to the
General Partner and Associate Limited Partners which included the remaining
amount of net cash flow distributions that had previously been deferred of
approximately $6,216,600.

Brokerage and other operations revenues decreased for the three and
nine month periods ending September 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.

<PAGE>

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, indebtedness 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
statements 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 and Notes payable on
the accompanying consolidated balance sheets at September 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 $18,169,000, respectively,
at September 30, 2000. In addition, certain joint ventures in which the
Partnership holds an interest are also contingently liable under
performance bonds for approximately $311,300 at September 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
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.

<PAGE>

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.

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 Eleventh 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. 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 out of
a total of 115 buildings. 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

<PAGE>

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 those
made by the other associations, 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.

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

<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 an amount of
money 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. 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 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 certain of the plaintiffs' and the Partnership's
respective motions for summary judgment. The Court also allowed the
plaintiffs to amend their complaint to seek reimbursement from the
Partnership of legal fees and expenses paid by the Partnership's co-
defendants in this lawsuit. Defendants' fees were split among the Country
Club Maintenance Association, Inc. ("CCMA"), the Club, and the Partnership.

Approximately $5,400,000 in legal fees and expenses have been incurred in
the lawsuit as of September 30, 2000.

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 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. Notice of the proposed settlement was
given to the plaintiff class in July 2000. Final Court approval of the
settlement occurred on September 21, 2000. The Court's final approval was
not appealed. Also, 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. Closing for the
settlement agreements occurred on November 8, 2000. The two settlement
agreements collectively provide, among other things, that: (1) the Council

<PAGE>

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 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 continue to manage the operations of the
Club from January 1 through November 8, 2000 for a management fee of
$175,000; (4) the Club and CCMA limit to $500,000 the amount which they pay
in legal fees and costs for calendar year 2000 in defense of the Council of
Villages and Savoy cases and the Partnership pay any fees and costs in
excess of $500,000, which amount the Partnership does not expect to be
substantial; (5) the Partnership forgive certain indebtedness in the
approximate amount of $1.6 million owed by the Club; (6) the Partnership
assign to the Club 207 unsold Club memberships which the Partnership had
held for sale; (7) Disney pay $900,000 to the Partnership; and (8) the
Partnership provide an interest-free line of credit for the Club's working
capital needs, which has been repaid to the Partnership. Pursuant to the
settlement, management of the Club was turned over to the members at
closing of the settlement agreements.

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.

On May 28, 1999, the Partnership entered into an agreement with Disney
which resolved all the claims and counterclaims raised in certain
litigation related to the Partnership's acquisition of assets from a
subsidiary of Disney. Under the terms of the settlement agreement, Disney,
among other things, paid the Partnership $9.0 million, which is reflected
as Legal settlement on the accompanying consolidated statements of
operations for the nine months ended September 30, 1999, and released any
claims related to the claims pool. The lawsuit was dismissed on June 3,
1999 pursuant to the terms of the settlement agreement.

<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, 2000 and December 31, 1999, the Partnership had
unrestricted Cash and cash equivalents of approximately $44,340,000 and
$71,965,000, respectively. The decrease in Cash and cash equivalents at
September 30, 2000 as compared to December 31, 1999 is due primarily to
distributions to partners and Holders of Interests made during 2000
totaling approximately $80,172,000, of which approximately $58,480,000 was
distributed to the Holders of Interests ($144.76 per Interest), and
approximately $21,692,000 was distributed 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 $12,541,500 through
December 31, 1999. With the distribution made in February 2000, Holders of
Interests had 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 approximately
$6,306,000 of the approximately $12,541,500 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 to be 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. The distribution made
in August 2000 to the General Partner and Associate Limited Partners
included the remaining amount of net cash flow distributions that had been
previously deferred pursuant to the terms of the Partnership Agreement of
approximately $6,212,600.

At September 30, 2000, the balances outstanding under the term loan,
the revolving line of credit and the letter of credit facility were
approximately $14,217,500, $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
approximately $19.2 million, which includes the entire amount currently
outstanding under the term loan, as well as a portion of the term loan that

<PAGE>

has been prepaid. The interest rate swap agreements fix the interest rate
at 8.02% and 7.84% with respect to $12,500,000 and $6,666,667,
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. In August 2000, the Partnership prepaid $4,532,500 of the
$6,250,000 principal repayment scheduled for February 2001. For the nine
months ended September 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
9.6% 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. At
September 30, 2000, the balance outstanding on the loan was approximately
$5,926,000. 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, including,
among other things, the lien-free completion of construction of the
retail/office plaza by the end of the first loan year in May 2001, the
maturity date for 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 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 and is the primary cause for the increase in
Property and equipment on the accompanying consolidated balance sheets at
September 30, 2000 as compared to December 31, 1999, as well as the
increase in Additions to property and equipment on the accompanying
consolidated statements of cash flows for the nine month period ended
September 30, 2000 as compared to the nine month period ended September 30,
1999. Construction is expected to be completed in the fourth quarter of
2001. The Partnership expects to seek a modification to the loan for an
extension of the one year period for completion of construction currently
required under the loan. In the absence of such modification, the
Partnership would be required to repay the loan in May 2001. Currently,
the property is approximately 73% pre-leased to tenants.

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 closing of the second phase of 48
lots and the sales center was completed in September 2000 for approximately
$1.6 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, these transactions resulted in no gain or loss for financial
reporting purposes in 2000 and an approximate $2.3 million loss for tax
reporting purposes in 2000.

<PAGE>

Realty Development, Inc. for a total sales price of approximately $3.0
million. In addition, indebtedness 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 for the nine month period ended September 30, 2000.
The 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 and Notes payable on
the accompanying consolidated balance sheets at September 30, 2000 as
compared to December 31, 1999.

The General Partner had 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 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
determined that the 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 offer expired on September 1, 2000.

In August 2000, First Commercial Guarantee commenced an offer 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). The General Partner, on behalf of the Partnership,
determined that this offer was inadequate and not in the best interests of
the Holders of Interests. Accordingly, the General Partner recommended
that Holders of Interests reject such offer and not tender their Interests
pursuant to such offer.

In October 2000, Madison Liquidity Investors 111, LLC commenced an
offer for up to 4.7% of the outstanding Interests at a purchase price of
$300 per Interest (subject to reduction for the amount of transfer costs).
The General Partner, on behalf of the Partnership, has determined that this
offer is inadequate and not in the best interests of Holders of Interests.
Accordingly, the General Partner has recommended that Holders of Interests
reject such offer and not tender their Interests pursuant to such offer.
This offer is currently scheduled to expire on December 8, 2000.

Reference is made to Part II, Item 5. Other Information - General
Partner in this report for information about the General Partner, its Board
of Directors and the Special Committee that previously had been established
to deal with matters relating to tender offers for Interests.

RESULTS OF OPERATIONS

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

For the three months ended September 30, 2000, the Partnership
(including its consolidated and unconsolidated ventures) closed on the sale
of 382 housing units and 58 homesites. This compares to closings in the
third quarter of 1999 of 305 housing units, 43 homesites, as well as the
country club in its River Hills community and several one-story commercial
office buildings in Weston. Outstanding contracts ("backlog") at
September 30, 2000, were for 1,131 housing units, 50 homesites and
approximately seven acres of developed land. This compares to a backlog at
September 30, 1999 of 1,004 housing units, 43 homesites and approximately
one acre of developed land.

<PAGE>

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 mature 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 September 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.

Housing revenues increased for the three and nine month periods ended
September 30, 2000 as compared to the same periods in 1999 due primarily to
an increase in the number of units closed 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 94% and 95% of the
housing revenues recognized for the three and nine months ended September
30, 2000, respectively. 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 months ended September 30, 1999,
respectively. The increase in housing revenues was partially offset by
decreased revenues at Arvida's Grand Bay due to the Partnership's
recognition of approximately $41 million under the percentage-of-completion
method in the first nine months of 1999. As discussed above, Arvida's
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 September 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 is due to a lower
amount of inventory available for sale as the Community completes 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. As of December 31, 1999, the
Partnership had no remaining lot inventory to be sold in Weston. This is
the primary cause for the decrease in homesite revenues for the three and
nine month periods ended September 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. The closing of the second phase of 48
lots and the sales center was completed in September 2000 for approximately
$1.6 million. Revenues generated from the closing of these phases
partially offset the decrease in homesite revenues for the three and nine
months ended September 30, 2000.

The decrease in the gross operating profit margin from homesite
operations for the three and nine month periods ended September 30, 2000 as
compared to the same periods in 1999 is due primarily to the December 1999
write-down to reduce the carrying value of Water's Edge to its estimated
fair value less selling costs at that date. As a results of this write-
down, subsequent sales in this Community have resulted in no gain or loss
for financial reporting purposes.

<PAGE>

Land and property revenues for the nine months ended September 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, approximately two acres of developed commercial
property in Weston, and the recognition of profits from land sales closed
in prior years which had been deferred until the accounting criteria for
profit recognition had been met. All land and property revenues recognized
during the three months ended September 30, 2000 were the result of
deferred profit recognition, resulting in the 100% gross operating profit
margin from Land and property operations for the quarter. Revenues
generated for the nine months ended September 30, 1999 were generated
primarily from the sale of the Partnership's country club in River Hills,
several one-story commercial office buildings in Weston, approximately 20
acres of developed commercial property 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 nine month
period ended September 30, 2000 as compared to the same period 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 nine month
periods ended September 30, 2000 as compared to the same periods in 1999.
This increase in membership dues and fees is also the primary reason for
the increase in gross operating profit margins for the three and nine month
periods ended September 30, 2000 as compared to the same periods in 1999.

Brokerage and other operations revenues decreased for the three and
nine month periods ended September 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.

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 nine months ended September 30, 2000 as compared
to the same period in 1999 due primarily to the recording of anticipated
settlement costs in the Council of Villages and Savoy lawsuits in the
aggregate amount of approximately $2 million, as well as a legal settlement
of $435,000 paid in connection with certain litigation involving River
Hills. Selling, general and administrative expenses also increased for the
nine month period ended September 30, 2000 as compared to the same period
in 1999 due to decreased marketing fees earned from the sale of builder
units, primarily in the Weston Community.

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
decrease in Equity in earnings of unconsolidated ventures for the nine
month period ended September 30, 2000 as compared to the same period in
1999.

Real estate taxes decreased for the three and nine month periods ended
September 30, 2000 as compared to the same periods in 1999 due primarily to
an increase in the amount of real estate taxes eligible for capitalization
to real estate inventories.

<PAGE>

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.

<PAGE>

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
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 an amount of
money 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.

Approximately $5,400,000 in legal fees and expenses have been incurred in
the lawsuit as of September 30, 2000.

<PAGE>

Club, approximately $1.1 million to CCMA, and $1.65 million to the Council
of Villages; (3) the Partnership continue to manage the operations of the
Club from January 1 through November 8, 2000 for a management fee of
$175,000; (4) the Club and CCMA limit to $500,000 the amount which they pay
in legal fees and costs for calendar year 2000 in defense of the Council of
Villages and Savoy cases and the Partnership pay any fees and costs in
excess of $500,000, which amount the Partnership does not expect to be
substantial; (5) the Partnership forgive certain indebtedness in the
approximate amount of $1.6 million owed by the Club; (6) the Partnership
assign to the Club 207 unsold Club memberships which the Partnership had
held for sale; (7) Disney pay $900,000 to the Partnership; and (8) the
Partnership provide an interest-free line of credit for the Club's working
capital needs, which has been repaid to the Partnership. Pursuant to the
settlement, management of the Club was turned over to the members at
closing of the settlement agreements.

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

<PAGE>

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 September 30, 2000). All interest is deferred and
is added to the principal balance of the note. On June 30, 2000, a
dividend 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, was due June 30, 2001. In conjunction with the affiliates'
purchase of AF Investors, LLC's stock in Arvida/JMB Managers, Inc., the $1
million outstanding principal balance of the note receivable was assigned
and distributed to Northbrook. 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, 2000 is as follows:

Assets

Cash. . . . . . . . . . . . . . . . . . . . . . . . . . $ 659,462
Investment in partnerships. . . . . . . . . . . . . . . 832,580
Other assets. . . . . . . . . . . . . . . . . . . . . . 887,446
-----------
$ 2,379,488
===========

Liabilities

Accounts payable. . . . . . . . . . . . . . . . . . . . $ 132,350

Owner's equity

Capital stock . . . . . . . . . . . . . . . . . . . . . 1,000
Additional paid-in capital, net of retained deficit
and dividends . . . . . . . . . . . . . . . . . . . . 2,246,138
-----------
$ 2,379,488
===========

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, who is a Vice President of the General Partner, 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.

<PAGE>

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.

<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, 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: November 10, 2000