SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K405/A
AMENDMENT NO. 1
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
ARVIDA/JMB PARTNERS, L.P. - II
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
IRS Employer Identification
Commission File No. 0-19245 No. 58-1809884
The undersigned registrant hereby amends the following sections of its
Report for the year ended December 31, 1996 on Form 10-K405 as set forth in
the pages attached hereto:
PAGE IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K. Pages 51 to 54
EXHIBIT INDEX AND EXHIBITS THERETO
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. - II
BY: Arvida/JMB Managers-II, Inc.
(The General Partner)
By: GAILEN J. HULL
Gailen J. Hull,
Senior Vice President and
Principal Accounting Officer
Dated: April 21, 1997
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
I. Financial Statements. (See Index to Financial
Statements filed with this annual report on Form 10-K).
II. Exhibits.
3. Amended and Restated Agreement of Limited
Partnership incorporated herein by reference.***
4.1. Assignment Agreement by and among the
Partnership, the General Partner, the Initial Limited Partner and the
Holders of Interests incorporated herein by reference.***
4.2. Amended and Restated Credit Agreement dated
June 23, 1992 between Arvida/JMB Partners, L.P.-II and Continental Bank
N.A. and Bank of America National Trust and Savings Association is
incorporated herein by reference.**
4.3. Various mortgages and other security interests
dated April 30, 1992 related to Arvida/JMB Partners, L.P.-II's Heathrow,
Talega, Wesmere, Wycliffe, Eagle Watch, Burnt Hickory Lakes, Rock Creek and
SouthRidge Lakes properties which secure loans under the Amended and
Restated Credit Agreement referred to in Exhibit 4.3 are incorporated
herein by reference.**
4.4. Revolving Loan and Letter of Credit Facility
Credit Agreement dated June 23, 1992 between Arvida/JMB Partners, L.P.-II
and Continental Bank N.A. and Bank of America National Trust and Savings
Association is incorporated herein by reference.**
4.5. Various mortgages and other security interests
dated June 23, 1992 related to Arvida/JMB Partners, L.P.-II's Heathrow,
Talega, Wesmere, Wycliffe, Eagle Watch, Burnt Hickory Lakes, Rock Creek and
SouthRidge Lakes properties which secure loans under the Revolving Loan and
Letter of Credit Facility Credit Agreement referred to in Exhibit 4.5 are
incorporated herein by reference.**
4.6. Interim Bank Letter Agreement dated March 25,
1992 between Arvida/JMB Partners, L.P.-II and Continental Bank N.A., Bank
of America National Trust and Savings Association, and Unibank is
incorporated herein by reference.**
4.7. Promissory Note effective July 1, 1992 between
Arvida/JMB Partners, L.P.-II and Arvida/JMB Managers-II, Inc. is
incorporated herein by reference to Exhibit 4.8 to the Partnership's Form
10-K (File No. 0-19245) filed on April 14, 1995.
51
4.8. Forbearance and Modification Agreement (Credit
Agreement) dated March 21, 1995 by and among Arvida/JMB Partners, L.P.-II,
Heathrow Development Associates, Ltd., Eagle Watch Partners, Bank of
America Illinois and Bank of America National Trust and Savings Association
is incorporated herein by reference. ****
4.9 Forbearance and Modification Agreement
(Amended and Restated Credit Agreement) dated March 21, 1995 by and among
Arvida/JMB Partners, L.P.-II, Heathrow Development Associates, Ltd., Eagle
Watch Partners, Bank of America Illinois and Bank of America National Trust
and Savings Association is incorporated herein by reference. ****
4.10. Letter dated September 20, 1994 from the
Partnership to Bank of America regarding the Partnership's acknowledgement
that all proceeds from the sale of Collateral shall be delivered
immediately to Co-Lenders is herein incorporated by reference to Exhibit
4.9 to the Partnership's Report on Form 10-Q (File No. 0-19245) filed on
November 11, 1994.
4.11. Letter Agreement dated October 31, 1995
supplementing Forbearance Agreements with Lenders is herein incorporated by
reference to Exhibit 4.12 to the Partnership's Form 10-Q Report (File No.
0-19245) filed on November 9, 1995.
4.12. Amendment of Forbearance and Modification
Agreement dated September 24, 1996 is herein incorporated by reference to
Exhibit 4.13 to the Partnership's Report on Form 10-Q (File No. 0-19245)
dated November 8, 1996.
10.1. Management, Advisory and Supervisory Agreement
between the Partnership and Arvida Company is incorporated herein by
reference.**
10.2. First Amended and Restated Limited Partnership
Agreement of Heathrow Development Associates, Ltd. and Assignment of
Partnership Interests dated January 17, 1990 are incorporated herein by
reference.**
10.3. Amended and Restated Heathrow Management
Agreement dated January 17, 1990 is incorporated herein by reference.**
10.4. Eagle Watch Partners General Partnership
Agreement dated December 27, 1989 is incorporated herein by reference.**
10.5. Letter of Credit Agreement dated July 27, 1990
between Arvida/JMB Partners, L.P.-II and Santa Margarita Water District
regarding collateral for Tax-Exempt Bond Financing is incorporated herein
by reference.**
52
10.6. Agreement for the Payment of the Diemer
Intertie Sublease Payments, Principal and Interest of Bonds of Improvement
District No. 7 and Annual Budget Deficits Between Arvida/JMB Partners,
L.P.-II and Santa Margarita Water District dated January 15, 1990 is
incorporated herein by reference.***
10.7. Agreement for Purchase and Sale dated August
14, 1995 by and between Arvida/JMB Partners, L.P.-II and Heritage
Development South, Inc. for the sale of certain real property within the
Wesmere Community is incorporated herein by reference. *****
10.8. Agreement for Sale and Purchase of Real
Property dated October 25, 1996 by and between Arvida/JMB Partners, L.P. -
II and Starwood/ Talega Associates, L.L.C. for the sale of certain real
property within the Talega Property is incorporated by reference to Exhibit
10.16 to the Partnership's report for September 30, 1996 on Form 10-Q (File
No. 0-19245) filed with the Securities and Exchange Commission dated
November 8, 1996.
10.9. Amendment dated March 18, 1997 to Agreement
for Purchase and Sale of Real Property by and between Arvida/JMB Partners,
L.P.-II and Starwood/Talega Associates, L.L.C. for the sale of certain real
property within the Talega Property is filed herewith.
10.10. Agreement for Sale and Purchase of Real
Property dated March 22, 1996 among Heathrow Development Associates, Ltd.,
Heathrow Golf and Country Club Limited Partnership, Heathrow Cable Limited
Partnership and 4/46A Corporation is incorporated herein by reference to
Exhibit 10.15 to the Partnership's report for March 31, 1996 on Form 10-Q
(File No. 0-19245) filed with the Securities and Exchange Commission dated
May 10, 1996.
21. Subsidiaries of the Registrant.
27. Financial Data Schedule
99.1 A copy of the following pages of the
Partnership's Prospectus dated October 27, 1989, including certain pages of
the Partnership's Amended and Restated Agreement of Limited Partnership,
which is Exhibit A to the Prospectus, and the Assignment Agreement, which
is Exhibit B to the Prospectus, are filed herewith: pages 21-24; 48-55; 58-
60; A-10 --A-14; A-15 -- A-28; A-31 -- A-34; and B-2.
** Previously filed with the Securities and Exchange
Commission as Exhibits 4.3, 4.4, 4.5, 4.6, 4.7, 10.1, 10.7, 10.8, 10.9 and
10.10, respectively, to the Partnership's Form 10-K Report (File No. 0-
19245) filed on April 13, 1992 and are herein incorporated by reference.
53
*** Previously filed with the Securities and Exchange
Commission as Exhibits 3, 4.1 and 10.11, respectively, to the Partnership's
Form 10-K Report (File No. 0-19245) under the Securities Act of 1934 filed
on April 12, 1993 and herein incorporated by reference.
**** Previously filed with the Securities and Exchange
Commission as Exhibits 4.9 and 4.10, respectively, to the Partnership's
Form 10-K Report (File No. 0-19245) under the Securities Act of 1934 filed
on April 14, 1995 and herein incorporated by reference.
***** Previously filed with the Securities and Exchange
Commission as Exhibits and 10.14 to the Partnership's Form 10-Q
Report (File No. 0-19245) under the Securities Act of 1934 filed on
November 9, 1995 and herein incorporated by reference.
The Registrant agrees to furnish to the Securities and
Exchange Commission upon its request a copy of each instrument with respect
to the Registrant and its consolidated subsidiaries the authorized
principal amount of which does not exceed 10% of the total assets of the
Registrant and its subsidiaries on a consolidated basis.
(b) No reports on Form 8-K were required or filed since the
beginning of the last quarter of the period covered by this report.
No annual report or proxy material for the fiscal year 1996 has been
sent to the Partners of the Partnership. An annual report will be sent to
the Partners subsequent to this filing.
54
ARVIDA/JMB PARTNERS, L.P.-II
EXHIBIT INDEX
DOCUMENT
EXHIBIT INCORPORATED SEQUENTIALLY
NO. EXHIBIT BY REFERENCE NUMBERED PAGE
- ------- ------- ------------ -------------
3. Amended and Restated Agreement
of Limited Partnership. Yes
4.1. Assignment Agreement between
and among the Partnership,
the General Partner, the Initial
Limited Partner and the Holders of
Interests. Yes
4.2. Amended and Restated Credit
Agreement dated June 23, 1992
between Arvida/JMB Partners, L.P.-II
and Continental Bank N.A. and Bank
of America National Trust and
Savings Association. Yes
4.3. Various mortgages and other security
interests dated April 30, 1992
related to Arvida/JMB Partners,
L.P.-II's Heathrow, Talega, Wesmere,
Wycliffe, Eagle Watch, Burnt Hickory
Lakes, Rock Creek and SouthRidge Lakes
properties which secure loans under
the Amended and Restated Credit
Agreement referred to in Exhibit 4.3 Yes
4.4. Revolving Loan and Letter of Credit
Facility Credit Agreement dated
June 23, 1992 between Arvida/JMB
Partners, L.P.-II and Continental
Bank N.A. and Bank of America National
Trust and Savings Association. Yes
4.5. Various mortgages and other security
interests dated June 23, 1992 related
to Arvida/JMB Partners, L.P.-II's
Heathrow, Talega, Wesmere, Wycliffe,
Eagle Watch, Burnt Hickory Lakes,
Rock Creek and SouthRidge Lakes
properties which secure loans under
the Revolving Loan and Letter of
Credit Facility Credit Agreement
referred to in Exhibit 4.5. Yes
4.6. Interim Bank Letter Agreement
dated March 25, 1992 between
Arvida/JMB Partners, L.P.-II
and Continental Bank N.A.,
Bank of America National Trust
and Savings Association, and
Unibank. Yes
4.7. Promissory Note effective July 1,
1992 between Arvida/JMB Partners,
L.P.-II and Arvida/JMB Managers-II,
Inc. Yes
DOCUMENT
EXHIBIT INCORPORATED SEQUENTIALLY
NO. EXHIBIT BY REFERENCE NUMBERED PAGE
- ------- ------- ------------ -------------
4.8. Forbearance and Modification Agree-
ment (Credit Agreement) dated
March 21, 1995 by and among Arvida/
JMB Partners, L.P.-II, Heathrow
Development Associates, Ltd.,
Eagle Watch Partners, Bank of
America Illinois and Bank of
America National Trust and Savings
Association. Yes
4.9. Forbearance and Modification
Agreement (Amended and Restated
Credit Agreement) dated March 21,
1995 by and among Arvida/JMB Partners,
L.P.-II, Heathrow Development
Associates, Ltd., Eagle Watch
Partners, Bank of America Illinois
and Bank of America National Trust
and Savings Association. Yes
4.10. Letter dated September 20, 1994
from the Partnership to Bank of
America regarding the Partnership's
acknowledgement that all proceeds
from the sale of Collateral shall
be delivered immediately to
Co-Lenders. Yes
4.11. Letter Agreement dated October 31,
1995 supplementing Forbearance
Agreements with Lenders. Yes
4.12. Amendment of Forbearance and
Modification Agreement dated
September 24, 1996 Yes
10.1. Management, Advisory and Super-
visory Agreement between the
Partnership and Arvida Company. Yes
10.2. First Amended and Restated
Limited Partnership Agreement
of Heathrow Development Associates,
Ltd. and Assignment of Partnership
Interests dated January 17, 1990. Yes
10.3. Amended and Restated Heathrow
Management Agreement dated
January 17, 1990. Yes
10.4. Eagle Watch Partners General
Partnership Agreement dated
December 27, 1989. Yes
10.5. Letter of Credit Agreement
dated July 27, 1990 between
Arvida/JMB Partners, L.P.-II
and Santa Margarita Water District
regarding collateral for Tax-Exempt
Bond Financing. Yes
DOCUMENT
EXHIBIT INCORPORATED SEQUENTIALLY
NO. EXHIBIT BY REFERENCE NUMBERED PAGE
- ------- ------- ------------ -------------
10.6. Agreement for the Payment of
Diemer Intertie Sublease Payments,
Principal and Interest on Bonds
of Improvement District No. 7 and
Annual Budget Deficits between
Arvida/JMB Partners, L.P.-II and
Santa Margarita Water District
dated January 15, 1990. Yes
10.7. Agreement for Purchase and
Sale dated August 14, 1995
by and between Arvida/JMB
Partners, L.P.-II and
Heritage Development South,
Inc. for the sale of certain
real property within the
Wesmere Community Yes
10.8. Agreement for Sale and Purchase
of Real Property dated October 25,
1996 by and between Arvida/JMB
Partners, L.P. - II and Starwood/
Talega Associates, L.L.C. for the
sale of certain real property
within the Talega Property Yes
10.9. Amendment dated March 18, 1997 to
Agreement for Purchase and Sale of
Real Property by and between
Arvida/JMB Partners, L.P.-II and
Starwood/Talega Associates, L.L.C.
for the sale of certain real
property within the Talega Property. No
10.10. Agreement for Sale and Purchase
of Real Property between
Heathrow Development Associates,
Ltd., Heathrow Golf and Country
Club Limited Partnership, Heathrow
Cable Limited Partnership and 4/46A
Corporation. Yes
21. Subsidiaries of the Registrant. No
27. Financial Data Schedule No
99.1 A copy of the following pages
of the Partnership's Prospectus
dated October 27, 1989, including
certain pages of the Partnership's
Amended and Restated Agreement
of Limited Partnership, which is
Exhibit A to the Prospectus,
and the Assignment Agreement, which
is Exhibit B to the Prospectus,
are filed herewith: pages 21-24;
48-55; 58-60; A-10-A-14; A-15-A-28;
A-31-A-34; and B-2. No