Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Arvida/JMB Partners, L.P. - II
Commission File No.0-19245
Form 8-K
Gentlemen:
Transmitted, for the above-captioned registrant, is the
electronically filed executed copy of registrant's current
report on Form 8-K dated February 7, 2001.
Thank you.
Very truly yours,
ARVIDA/JMB PARTNERS, L.P. - II
By: ARVIDA/JMB MANAGERS - II, INC.
(The General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Vice President
and Principal Accounting Officer
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 7, 2001
ARVIDA/JMB PARTNERS, L.P. - II
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(Exact name of registrant as specified in its charter)
Illinois 0-19245 58-1809884
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(State or other) (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Organization
900 N. Michigan Avenue, Chicago, Illinois 60611-1575
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(Address of principal executive office)
Registrant's telephone number, including area code: (312)
915-1987
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ITEM 5. OTHER EVENTS
The Partnership filed a proof of claim in a bankruptcy
proceeding entitled In re: Landmark Land Co. of Florida, Inc.,
Civil Action No. 2-91-3291, Bankruptcy No. 91-05816 against
the debtor, Landmark Land Co. of Florida, Inc. ("Landmark"),
in the United States District Court for the District of South
Carolina, Charleston Division. The Partnership's claim was
for breach of a joint venture agreement and breach of
contract, among other things, relating to the Palm Beach Polo
property. The proof of claim, which was filed on March 6,
1992, sought damages, as well as pre and post-judgment
interest, attorneys' fees and costs. The adversary proceeding
commenced in August, 1993. The matter was tried to the Court
over a five-week period ending in December, 1995. By order
filed on June 30, 1999, the Court disallowed the Partnership's
claim in bankruptcy in its entirety. The Court found Landmark
responsible to the Partnership in the amount of $19,732 spent
by the Partnership to landscape the berm at the property plus
interest as provided by law. On January 20, 2000, the Court
denied the Partnership's motion for a new trial and to modify
the judgment. The Partnership filed an appeal from the
Court's order and judgment to the United States Court of
Appeals for the Fourth Circuit. On January 10, 2001, the
Appellate Court affirmed the lower Court's ruling in all
aspects. The Partnership has not decided whether it will seek
further review of this matter. The Partnership has assigned
its interest in any net proceeds (after payment of attorneys'
fees and expenses) from a recovery on its claim to its lender.
Landmark has filed with the Court a petition seeking payment
by the Partnership of Landmark's attorneys' fees and expenses
in the litigation in the amount of approximately $3.5 million.
The parties have submitted briefs on the issue and the matter
is awaiting a ruling by the Court.
The Partnership has been named a defendant in a lawsuit
filed on January 11, 1996 in the Circuit Court in and for the
Eighteenth Judicial Circuit, Seminole County, Florida entitled
Land Investment I, Ltd., Heathrow Land & Development
Corporation, Heathrow Shopping Center Associates and Paulucci
Investments v. Arvida/JMB Managers - II, Inc.,
Arvida/JMB Partners, L.P. - II, Arvida Company and JMB Realty
Corporation. The complaint, as amended, includes counts for
breach of the management
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agreement, fraud in the inducement and conspiracy to commit
fraud in the inducement, breach of the Heathrow partnership
agreement and constructive trust in connection with the
purchase and management of the Heathrow development.
Plaintiffs seek, among other things, unspecified compensatory
damages, punitive damages, prejudgment interest, attorneys'
fees, costs, and such other relief as the Court deems
appropriate. Substantial fact discovery has been conducted to
date and the defendants expect further substantial discovery,
both of fact and expert witnesses, to take place.
On June 24, 1999 the Court granted partial summary
judgment in favor of the plaintiffs against Arvida Company,
finding that Arvida Company owed plaintiffs a fiduciary duty
as a broker and advisor under the management agreement. The
ruling did not reach the issue of the statute of limitations
defense nor whether any such duties were owed in connection
with the Partnership's acquisition of an interest in the
Heathrow development through the Heathrow partnership.
The parties filed other motions for summary judgment,
some of which were argued before the Court on June 13, 2000.
Plaintiffs' motion for summary judgment sought, among other
things, a judgment that the Partnership owed plaintiffs a
fiduciary duty in connection with the Partnership's
acquisition of an interest in the Heathrow development through
the Heathrow partnership; that Arvida/JMB Managers - II, Inc.
and the Partnership are liable for breach of the Heathrow
partnership agreement; that the negotiations for the sale of
the Heathrow development by plaintiffs to the Heathrow
partnership were not arm's-length; and that defendants must
pay to plaintiffs the difference between the alleged fair
market value of the property and the purchase price set forth
in the contract. The Partnership and the other defendants
filed various motions for summary judgment to dismiss various
claims against them. On September 22, 2000, the Court issued
an order denying the various motions for summary judgment.
Currently, the parties are engaged in discovery and motion
practice related thereto. The Court has not set a date for
trial of this matter. The Partnership intends to defend
itself vigorously and believes that it has meritorious
defenses.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not applicable.
(b) Pro Form Financial Information.
Not applicable.
(c) Exhibits.
None.
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SIGNATURES
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.
BY: ARVIDA/JMB MANAGERS - II, INC.
(The General Partner)
____________________________
By: GAILEN J. HULL
Gailen J. Hull
Vice President
Principal Accounting
Officer
Date: February 7,2001
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