UNITED STATES
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): October 24, 2003
EC PARTNERS, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 0-19245 58-1809884
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation
or organization)
900 N. Michigan Avenue., Chicago, IL 60611
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 312/440-4800
N/A
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
EC Partners, L.P., formerly known as Arvida/JMB Partners, L.P.-II (the
"Partnership"), was 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, Case No. 96-62-CA-15E. The
complaint, as amended, included counts for breach of the management
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 sought, among other things, unspecified
compensatory damages, punitive damages, prejudgment interest, attorneys'
fees, costs, and such other relief as the Court deemed appropriate.
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.
At a pretrial mediation held on October 18, 2003, the parties entered
into a settlement agreement resolving the entire case in consideration of
the payment of $3.25 million made on behalf of all of the defendants. The
general partner of the Partnership agreed to contribute $1.95 million to
the settlement payment. Mutual general releases were entered into between
the parties to resolve this matter and a related claim that the Partnership
brought against the plaintiffs and the cases were dismissed with prejudice
on October 24, 2003.
As a result of the dismissal of these actions, the Partnership has
resolved all litigation in which it has been involved. The Partnership has
been terminated for Federal income tax purposes since 1997 and intends to
file a certificate for the cancellation of its certificate of limited
partnership with the Secretary of State of the State of Delaware (and file
with the Commission a Form 15 to terminate the registration of its
Interests) by the end of 2003.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
Not applicable
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
EC PARTNERS, L.P.
BY: EC Managers, Inc.
(The General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Vice President
Date: December 18, 2003
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