ARVIDA JMB PARTNERS L P - 10-Q Quarterly Report

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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 June 30, 2002 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 [ ]

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 . . . . . . . . . . . . . . . . . . . . 18

PART II OTHER INFORMATION

Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . 21

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 24

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

CONSOLIDATED BALANCE SHEETS

JUNE 30, 2002 AND DECEMBER 31, 2001

ASSETS
------

JUNE 30, DECEMBER 31,
2002 2001
(Unaudited) (See Note)
------------- -----------

Cash and cash equivalents . . . . . . . .$ 77,244,082 123,181,440
Restricted cash . . . . . . . . . . . . . 5,825,735 13,347,801
Trade and other accounts receivable
(net of allowance for doubtful
accounts of $223,000 at June 30,
2002 and December 31, 2001) . . . . . . 1,604,814 2,117,129
Real estate inventories . . . . . . . . . 35,801,318 79,515,407
Property and equipment, net . . . . . . . 2,101,983 2,394,580
Investments in and advances to
joint ventures, net . . . . . . . . . . 350,492 440,292
Amounts due from affiliates, net. . . . . 428,943 363,630
Prepaid expenses and other assets . . . . 2,824,442 6,880,531
Assets held for sale. . . . . . . . . . . 45,770,697 44,698,733
------------ ------------

Total assets. . . . . . . . . .$171,952,506 272,939,543
============ ============

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

CONSOLIDATED BALANCE SHEETS (CONTINUED)

LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------

JUNE 30, DECEMBER 31,
2002 2001
(Unaudited) (See Note)
------------- -----------
Liabilities:
Accounts payable. . . . . . . . . . . .$ 6,463,371 13,040,320
Deposits. . . . . . . . . . . . . . . . 6,594,364 15,491,569
Accrued expenses and other
liabilities . . . . . . . . . . . . . 14,213,355 13,811,536
Liabilities related to assets held
for sale. . . . . . . . . . . . . . . 17,971,241 19,945,606
------------ ------------

Commitments and contingencies

Total liabilities . . . . . . . 45,242,331 62,289,031
------------ ------------

Partners' capital accounts:
General Partner and
Associate Limited Partners:
Capital contributions . . . . . . . . 20,000 20,000
Cumulative net income . . . . . . . . 89,651,843 86,226,802
Cumulative cash distributions . . . . (88,266,549) (75,922,104)
------------ ------------
1,405,294 10,324,698
------------ ------------
Limited Partners:
Capital contributions,
net of offering costs . . . . . . . 364,841,815 364,841,815
Cumulative net income . . . . . . . . 379,614,103 343,535,036
Cumulative cash distributions . . . .(619,151,037) (508,051,037)
------------ ------------
125,304,881 200,325,814
------------ ------------
Total partners' capital
accounts. . . . . . . . . . . 126,710,175 210,650,512
------------ ------------

Total liabilities and
partners' capital . . . . . .$171,952,506 272,939,543
============ ============

NOTE: The consolidated balance sheet at December 31, 2001 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.

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

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(UNAUDITED)

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

CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(UNAUDITED)

2002 2001
------------ -----------
Net income. . . . . . . . . . . . . . . $ 37,281,654 42,157,677
Charges (credits) to net income not
requiring (providing) cash:
Income from discontinued operations . 2,222,454 1,204,127
Depreciation and amortization . . . . 355,484 1,714,415
Equity in (earnings) losses of
unconsolidated ventures . . . . . . (247,638) 22,855
Provision for doubtful accounts . . . -- 7,340
Changes in:
Restricted cash . . . . . . . . . . . 7,522,066 1,622,182
Trade and other accounts receivable . 512,315 (329,701)
Real estate inventories:
Additions to real estate
inventories . . . . . . . . . . . (71,396,313) (117,894,544)
Cost of sales . . . . . . . . . . . 116,410,940 129,813,100
Capitalized interest. . . . . . . . (308,300) (686,729)
Capitalized real estate taxes . . . (992,238) (1,500,000)
Amounts due from affiliates, net. . . (65,313) 178,531
Prepaid expenses and other assets . . 4,056,089 12,206
Accounts payable, accrued expenses
and other liabilities . . . . . . . (6,175,334) (3,941,255)
Deposits and unearned income. . . . . (8,897,205) (1,395,318)
------------ -----------
Net cash provided by
operating activities
of continuing operations. . 80,278,661 50,984,886
------------ -----------
Investing activities:
Additions to property and equipment . (62,887) (4,664,057)
Proceeds from sales of property
and equipment . . . . . . . . . . . -- 20,759
Joint venture distributions . . . . . 337,640 116,547
------------ -----------
Net cash provided by (used in)
investing activities of
continuing operations . . . 274,753 (4,526,751)
------------ -----------
Financing activities:
Distributions to General Partner and
Associate Limited Partners. . . . . (12,344,445) (4,494,477)
Distributions to Limited Partners . . (111,100,000) (40,422,901)
------------ -----------
Net cash used in
financing activities of
continuing operations . . . (123,444,445) (44,917,378)
------------ -----------
Cash provided by (used in) discon-
tinued operations . . . . . . . . . . (3,046,327) 3,172,316
(Decrease) increase in Cash and
cash equivalents. . . . . . . . . . . (42,891,031) 1,540,757
Cash and cash equivalents,
beginning of period . . . . . . . . . 123,181,440 61,425,685
------------ -----------
Cash and cash equivalents,
end of period . . . . . . . . . . . . $ 77,244,082 66,138,758
============ ===========

The accompanying notes are an integral part
of these consolidated financial statements.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2002 AND 2001
(UNAUDITED)

Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2001,
which are included in the Partnership's 2001 Annual Report on Form 10-K
(File No. 0-16976) filed on April 1, 2002, 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
2001 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
June 30, 2002 and December 31, 2001 and for the three and six months ended
June 30, 2002 and 2001. The results of operations for the three and six
month periods ended June 30, 2002 are not necessarily indicative of the
results to be expected for the fiscal year ending December 31, 2002.

In addition, in May 2002, the Board issued SFAS No. 145, Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections ("SFAS 145"). SFAS 145 rescinds the automatic
treatment of gains or losses from extinguishment of debt as extraordinary
unless they meet the criteria for extraordinary items as outlined in APB
Opinion No. 30, Reporting the Results of Operation, Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions. SFAS 145 also requires
sale-leaseback accounting for certain lease modifications that have
economic effects that are similar to sale-leaseback transactions and makes
various technical corrections to existing pronouncements. The provisions
of SFAS 145 related to the rescission of FASB Statement 4 are effective for
fiscal years beginning after May 15, 2002, with early adoption encouraged.
All other provisions of SFAS 145 are effective for transactions occurring
after May 15, 2002, with early adoption encouraged. The adoption of SFAS
No. 145 is not expected to have a material impact on the Partnership's
balance sheets, results of operations or cash flows.

In June 2002, SFAS No. 146, "Accounting for Costs Associated with Exit
or Disposal Activities" was issued. This statement requires the recording
of costs associated with exit or disposal activities at their fair values
only once a liability exists. Under previous guidance, certain exit costs
were accrued when management committed to an exit plan, which may have been
before an actual liability arose. SFAS No. 146 is effective for exit or
disposal activities initiated after December 31, 2002.

On July 30, 2002, FASB issued Statement No. 146 ("SFAS 146"),
Accounting for Costs Associated with Exit or Disposal Activities. The
standard requires companies to recognize costs associated with exit or
disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. Examples of costs covered by the
standard include lease termination costs and certain employee severance
costs that are associated with a restructuring, discontinued operations,
plant closing, or other exit or disposal activities. Previous accounting

guidance was provided by the Emerging Issues Task Force ("EITF") Issue
No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." Statement 146 replaces Issue 94-3. Statement 146 is to
be applied prospectively to exit or disposal activities initiated after
December 31, 2002. The adoption of SFAS no. 146 is not expected to have a
material impact on the Partnership's balance sheets, results of operations
or cash flows.

In July 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30,
2001. SFAS No. 141 also specifies criteria intangible assets acquired in a
purchase method business combination must meet to be recognized and
reported apart from goodwill, noting that any purchase price allocable to
an assembled workforce may not be accounted for separately. The
requirements of SFAS No. 141 are effective for any business combination
accounted for by the purchase method that is completed after June 30, 2001.

Under SFAS No. 142, goodwill and intangible assets with indefinite useful
lives are no longer amortized, but are reviewed annually, or more
frequently if impairment indicators arise, for impairment. SFAS No. 142
will also require that intangible assets with definite useful lives be
amortized over their respective estimated useful lives to their estimated
residual values, and reviewed for impairment in accordance with SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of. The amortization provisions of SFAS
No. 142 apply to goodwill and intangible assets acquired after June 30,
2001. With respect to goodwill and intangible assets acquired prior to
July 1, 2001, the amortization provisions of SFAS No. 142 are effective
upon adoption of SFAS No. 142. Companies are required to adopt SFAS No.
142 in their fiscal year beginning after December 15, 2001 (i.e.,
January 1, 2002 for calendar year companies). The adoption of SFAS No. 141
and No. 142 did not have a material impact on the Partnership's balance
sheets, results of operations or cash flows.

In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 supersedes SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of. SFAS No. 144 applies to all long-lived
assets (including discontinued operations) and consequently amends APB
Opinion No. 30, Reporting the Results of Operations, Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions. SFAS No. 144 develops one
accounting model for long-lived assets that are to be disposed of by sale.
SFAS No. 144 requires that long-lived assets that are to be disposed of by
sale be measured at the lower of book value or fair value less cost to
sell. Additionally SFAS No. 144 expands the scope of discontinued
operations to include all components of an entity with operations that (1)
can be distinguished from the rest of the entity and (2) will be eliminated
from the ongoing operations of the entity in a disposal transaction. SFAS
No. 144 is effective for financial statements issued for fiscal years
beginning after December 15, 2001, and interim periods within those fiscal
years.

Condensed financial information relating to Assets held for sale is as
follows:

June 30, December 31,
2002 2001
----------- ------------
Assets held for sale:
Property and equipment, net. . $42,800,101 40,279,546
Other assets . . . . . . . . . 2,970,596 4,419,187
----------- -----------

Total assets. . . . . . . . 45,770,697 44,698,733
----------- -----------

June 30, December 31,
2002 2001
----------- ------------

Liabilities related to assets
held for sale:
Notes and Mortgages payable. . 14,035,856 13,775,577
Other liabilities. . . . . . . 3,935,386 6,170,029
----------- -----------
Total liabilities . . . . . 17,971,242 19,945,606
----------- -----------
Net Assets held for sale . . . . $27,799,455 24,753,127
=========== ===========

Discontinued Operations

Effective January 1, 2002, the Company adopted SFAS No. 144 Accounting
for the Impairment or Disposal of Long-Lived Assets. Accordingly,
operations of The Shoppes at Town Center and the Weston Hills Country Club,
which meet the criteria for Assets held for sale, have been accounted for
as income from Assets held for sale, and the results of operations for
those entities have been excluded from continuing operations in the
consolidated statements of operations for all periods presented.

Capitalized Interest and Real Estate Taxes

Interest, including the amortization of loan fees, of $308,300 and
$686,729 was incurred for the six months ended June 30, 2002 and 2001,
respectively, all of which was capitalized. Interest payments, including
amounts capitalized, of $310,280 and $439,767 were made during the six
months ended June 30, 2002 and 2001, respectively. Interest, including the
amortization of loan fees, of $128,177 and $371,825 was incurred for the
three months ended June 30, 2002 and 2001, respectively, all of which was
capitalized. Interest payments, including amounts capitalized of $130,633
and $218,536 were made during the three months ended June 30, 2002 and
2001, respectively. The decrease in interest incurred and paid during the
three and six month periods ending June 30, 2002 as compared to the same
periods in 2001 is due primarily to the decline in interest rates
throughout 2001.

Real estate taxes of $1,034,848 and $1,304,144 were incurred for the
six months ended June 30, 2002 and 2001, respectively, of which $992,238
and $1,250,000 were capitalized, respectively. Real estate tax payments of
$116,540 and $209,047 were made during the six months ended June 30, 2002
and 2001, respectively. In addition, real estate tax reimbursements
totaling $134,028 and $160,258 were received from the Partnership's escrow
agent during the six months ended June 30, 2002 and 2001, respectively.
Real estate taxes of $523,982 and $539,407 were incurred for the three
months ended June 30, 2002 and 2001, respectively, of which $492,237 and
$494,005 were capitalized, respectively. Real estate tax payments of
$88,249 and $177,954 were made during the three months ended June 30, 2002
and 2001, respectively. In addition, real estate tax reimbursements
totaling $35,719 and $104,029 were received from the Partnership's escrow
agent during the three months ended June 30, 2002 and 2001, 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 or in income from Assets held for sale as
described in Discontinued Operations.

Property and Equipment and Other Assets

Depreciation expense of $355,484 and $1,325,251 was recorded for the
six months ended June 30, 2002 and 2001, respectively. Amortization of
other assets, excluding loan fees, of $0 and $196,830 was recorded for the
six months ended June 30, 2002 and 2001, respectively. Amortization of
loan fees, which is included in interest expense, of $41,667 and $125,000
was recorded for the six months ended June 30, 2002 and 2001, respectively.

Depreciation expense of $158,871 and $662,993 was recorded for the three
months ended June 30, 2002 and 2001, respectively. Amortization of other
assets, excluding loan fees, of $0 and $98,415 was recorded for the three
months ended June 30, 2002 and 2001, respectively. Amortization of loan
fees, which is included in interest expense, of $12,500 and $62,500 was
recorded for the three months ended June 30, 2002 and 2001, respectively.

Partnership Distributions

During April 2002, the Partnership made a distribution of $30,300,000
to its Holders of Interests ($75.00 per Interest) and $3,366,667 to the
General Partner and Associate Limited Partners, collectively.

During January 2002, the Partnership made a distribution for 2001 of
$80,800,000 to its Holders of Interests ($200.00 per Interest) and
$8,977,778 to the General Partner and Associate Limited Partners,
collectively.

During May 2001, distributions totaling $22,901 (approximately $.06
per Interest) were deemed paid to Holders of Interests, all of which was
remitted to the North Carolina tax authorities on their behalf for the 2000
non-resident withholding tax. Also in May 2001, the General Partner and
Associate Limited Partners, collectively, were entitled to a distribution
of $2,545 on their behalf for the 2000 North Carolina non-resident
withholding tax.

During January 2001, the Partnership made a distribution for 2000 of
$40,400,000 to its Holders of Interests ($100.00 per Interest) and
$4,488,888 to the General Partner and Associate Limited Partners,
collectively.

Reclassifications

Certain reclassifications have been made to the 2001 financial
statements to conform to the 2002 presentation.

NOTES AND MORTGAGES PAYABLE

On July 31, 1997, the Partnership obtained a new credit facility from
certain banks with Barnett Bank, N.A. being the primary agent on the
facility. The credit facility consisted of a $75 million term loan, a $20
million revolving line of credit and a $5 million letter of credit facility
which matured on July 31, 2001. The term loan, which was paid off in
December 2000, and the letter of credit facility were not renewed. The $20
million revolving line of credit was extended for a fee of $50,000 to
September 30, 2002 with First Union National Bank as the only lender.
There have been no borrowings on the revolving line of credit since it was
extended.

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 158,000 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 June 30,
2002, the balance outstanding on the loan was approximately $14,036,000.
This amount is included in Liabilities related to assets held for sale on
the accompanying consolidated balance sheets. Interest on the loan (as
modified effective May 31, 2001 and further modified effective December 31,
2001) is payable based on the relevant LIBOR rate plus 1.8% during the
first twenty-five months of the loan. On July 1, 2002, the maturity date
for the loan was extended for eleven months and monthly payments of
principal and interest are currently due based upon a 25 year loan
amortization schedule and an assumed interest rate based on the ten-year
treasury bond rate plus 2.5% per annum. The loan may be prepaid in whole
or in part at anytime, 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 commenced in March 2000 and is substantially complete at
June 30, 2002. Currently, the fully constructed portion of the property is
approximately 99% leased to tenants.

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 six months ended June 30, 2002 was approximately $20,300 all of
which was paid as of August 1, 2002. The total of such costs for the six
months ended June 30, 2001 was approximately $29,900. 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 $216,600 and $456,000 for the six months ended June 30,
2002 and 2001, respectively, all of which were paid as of August 1, 2002.

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 six month period ended June 30, 2002,
the amount of such costs incurred by the Partnership on behalf of these
affiliates totaled approximately $104,000. At June 30, 2002, approximately
$13,600 was owed to the Partnership, all of which was received as of
August 1, 2002. For the six month period ended June 30, 2001, the
Partnership was entitled to reimbursements of approximately $28,300.

For the six month periods ended June 30, 2002 and 2001, the
Partnership reimbursed St. Joe/Arvida Company, L.P. ("St. Joe/Arvida") or
its affiliates approximately $2,784,000 and $3,346,200, 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 June 30, 2002, the Partnership owed St. Joe/Arvida approximately $63,900
for services provided pursuant to this agreement, all of which was paid as
of August 1, 2002. The Partnership also receives reimbursement from St.
Joe/Arvida and its affiliates 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 and its affiliates. For the six month periods ended June 30,
2002 and 2001, the Partnership was entitled to reimbursement of such costs
totaling approximately $3,066,400 and $2,100,000, respectively, from St.
Joe/Arvida and its affiliates. Of this amount, approximately $398,100 was
owed to the Partnership at June 30, 2002, all of which was received as of
August 1, 2002.

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 six month periods ended June 30, 2002 and 2001, the Partnership was
entitled to receive approximately $47,500 and $59,000 respectively, from
these entities, all of which was paid.

The Partnership, pursuant to certain agreements, provides management
and other personnel and services to certain of its 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 six months ended June 30, 2002
and 2001, the Partnership was entitled to receive approximately $263,000
and $168,900, respectively. At June 30, 2002, approximately $82,800 was
unpaid, none of which was received as of August 1, 2002.

In January 2002, the General Partner and Associate Limited Partners,
collectively, received cash distributions from the Partnership in the
aggregate amount of $8,977,778. In April 2002, the General Partner and
Associate Limited Partners, collectively, received cash distributions in
the aggregate amount of $3,366,667. In January 2001, the General Partner
and Associate Limited Partners, collectively, received cash distributions
in the aggregate amount of $4,488,888. In May 2001, the General Partner
and Associate Limited Partners, collectively, were entitled to a
distribution of $2,545 on their behalf for the 2000 North Carolina non-
resident withholding tax.

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.

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 $893,400 and $17,543,200, respectively,
at June 30, 2002. In addition, certain joint ventures in which the
Partnership holds an interest are also contingently liable under
performance bonds for approximately $375,900 at June 30, 2002.

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 these lawsuits to its various
insurance carriers for defense and coverage. Where appropriate, the
Partnership also has tendered these lawsuits to Disney for defense and
indemnification in whole or in part pursuant to the Partnership's
indemnification rights. 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.

One of the Partnership's insurance carriers has been 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 $10.1 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 accrual 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 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 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 Associates, 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
allegedly 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. Plaintiffs have indicated that they may
seek to hold the Partnership responsible for the entire amount of alleged
damages owing as a result of the alleged deficiencies existing throughout
the entire development. The Partnership has tendered this matter to Disney
pursuant to the Partnership's indemnification rights and has filed a third-
party complaint against it pursuant to the Partnership's rights of
contractual indemnity. The Partnership has also answered the amended
complaint and has filed a cross-claim against Disney's affiliate, Walt
Disney World Company, for common law indemnity and contribution. Discovery
in this litigation is proceeding, and the case is currently set for trial
in February 2003.

In a matter related to the Lakes of the Meadow development, the Miami-
Dade County Building Department ("Building Department") retained the
services of an engineering firm, All State Engineering, to inspect the
condominiums that are the subject of the lawsuit. On February 27, 2002,
the Building Department apparently advised condominium owners throughout
the development that it found serious life-safety building code violations
in the original construction of the structures and issued notices of
violation under the South Florida Building Code. The condominium owners
were further advised that the notices of violation would require
affirmative action on their part to respond to the notices through
administrative proceedings and/or by addressing the alleged deficiencies.

Plaintiffs have filed a motion for leave to amend the complaint to
assert a claim for punitive damages based in part on the Building
Department notices and alleged pervasive construction defects throughout
the development. Plaintiffs have also moved to file a claim for
prejudgment interest. In their motion, plaintiffs reference investigations
conducted throughout 2001 and 2002, during the course of which plaintiffs
allegedly discovered numerous construction defects involving the fire
prevention systems, roof trusses and roof framing systems, reinforced
masonry walls, and other building systems. Plaintiffs have raised some of
these alleged construction defects after the Building Department issued its
notices of violations; and, accordingly, some of such alleged defects were
not included in the Building Department's notices of violations. There is
no assurance that the plaintiffs will not raise yet other issues. The
motion is currently scheduled for hearing on October 7, 2002. The
Partnership intends to vigorously oppose this motion.

The Partnership has not examined all of the buildings nor fully
assessed the alleged merits of the plaintiffs' reports. The Partnership is
currently being defended by counsel for one of its insurance carriers.
During 2001, the Partnership settled the claims brought in connection with
Lakes of the Meadows Village Homes Condominium No. 8 Maintenance
Association, Inc. ("Association No. 8") for a payment of $155,000 funded by
one of the Partnership's insurance carriers. Representatives of the
Partnership have discussed with representatives of Association No. 8 issues
raised by the Building Department's notices of violations for that
Association's condominium units. Based on currently known information, the
Partnership estimates that it may cost approximately $1,000,000 to address
the construction issues raised by the Building Department notices in
connection with Association No. 8. Association No. 8 has asked the
Partnership to pay for the costs to address these construction issues. As
a result of these discussions, the Partnership has asked one of its
insurance carriers to pay the expense of addressing these construction
issues for Association No. 8. In the event that the insurance carrier does
not fund these costs, the Partnership will consider whether it should fund
these costs under the circumstances.

Based on currently known information, the Partnership estimates that
the cost of addressing the construction issues raised by the Building
Department notices for units that the Partnership built and sold, other

than for those such units in Association No. 8, may be approximately
$1,900,000. The Partnership has asked the insurance carrier to pay the
cost of addressing these construction issues. As discussed above, the
plaintiffs have made claims of construction defects in addition to those
alleged in the Building Department's notices of violations, and these
additional claims are not included in the Partnership's estimates of the
amounts necessary to address the construction issues raised by the Building
Department's notices of violations, including those for Association No. 8.

On August 8, 2002, the Partnership attended a mediation of this
matter. During the course of the mediation, plaintiffs demanded
$298,000,000 on behalf of Association Nos. 1-7 and 9, such sums allegedly
representing the cost to address all construction defects currently alleged
to exist by plaintiffs, associated damages, and such other relief as the
plaintiffs believe they are entitled, including punitive damages. With
this demand, plaintiffs are seeking to impose liability on the Partnership
for all of the units in Association Nos. 1-7 and 9. The Partnership
believes that its liability, if any, extends to the portion of the units
that the Partnership built and sold, which the Partnership estimates to be
approximately ten percent of the units in Association Nos. 1-7 and 9. The
parties are in the process of exchanging technical information regarding
the issues raised by the notices of violation and possible ways in which to
address those issues. On August 9, 2002, the Partnership received a
reservation of rights letter from one of its insurance carriers by which
the carrier purports to limit its exposure with regard to the Lakes of the
Meadow matter and to reserve its rights to deny coverage and/or defense
under the policy and/or applicable law and with respect to defense costs
incurred or to be incurred in the future, to be reimbursed and/or obtain an
allocation of attorney's fees and expenses if it is determined there is no
coverage. The Partnership strongly disagrees with the position taken by
the carrier in the reservation of rights letter and believes that it is
covered under the terms of the carrier's policy. However, the Partnership
can give no assurances as to the ultimate portion of the expenses, fees and
damages, if any, which will be covered by its insurance. The mediation has
not concluded and the parties are attempting to schedule a further
mediation during September 2002.

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 has resolved some of these claims
through litigation and otherwise, and that Merrill Lynch may be defending
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 at this time 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 presently
available 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.
Although there can be no assurance regarding the outcome of the claims for
indemnification, at this time, based on information presently available
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.

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.

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 5.5J 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 5.5J(i)(c) of the
Partnership Agreement for the Partnership to commence an orderly
liquidation of its remaining assets that is to be completed by October
2002. However, there is no assurance that all of the remaining assets of
the Partnership can or will be sold or disposed of by October 2002. Among
the important factors involved in liquidating the Partnership's assets are
the retention of an adequate workforce, maintaining existing relationships
with vendors and tradesmen through completion of construction, and the
marketing and sale of the Weston Hills Country Club and The Shoppes of Town
Center in Weston. Among other things, financing for prospective purchasers
of recreational properties such as the Weston Hills Country Club and
commercial properties such as The Shoppes of Town Center in Weston
generally may be more difficult to obtain as a result of the events of
September 11, 2001 and continued weakness in the domestic economy.

At June 30, 2002 and December 31, 2001, the Partnership had
unrestricted Cash and cash equivalents of approximately $77,244,000 and
$123,181,000, respectively. Cash and cash equivalents are available for
future debt service, contingent liabilities, working capital requirements
and distributions to partners and Holders of Interests. The source of both
short-term and long-term future liquidity is expected to be derived
primarily from the sale of housing units, land parcels and other assets
including the Weston Hills Country Club and The Shoppes of Town Center.
During April 2002, the Partnership made a distribution of $30,300,000 to
its Holders of Interests ($75.00 per Interest) and $3,366,667 to the
General Partner and Associate Limited Partners, collectively. During
January 2002, the Partnership made a distribution for 2001 of $80,800,000
to its Holders of Interests ($200.00 per Interest) and $8,977,778 to the
General Partner and Associate Limited Partners, collectively. During
January 2001, the Partnership made a distribution for 2000 totaling
approximately $44,888,900, of which $40,400,000 was distributed to the
Holders of Interests ($100.00 per Interest), and approximately $4,488,900
was distributed to the General Partner and Associate Limited Partners,
collectively. In addition, during May 2001, distributions totaling $22,901
(approximately $.06 per Interest), were deemed paid to Holders of Interests
all of which was remitted to the North Carolina tax authorities on their
behalf for the 2000 non-resident withholding tax. Also in May 2001, the
General Partner and Associate Limited Partners, collectively, were entitled
to a distribution of $2,545 on their behalf for the 2000 North Carolina
non-resident withholding tax.

On July 31, 1997, the Partnership obtained a new credit facility from
certain banks with Barnett Bank, N.A. being the primary agent on the
facility. The credit facility consisted of a $75 million term loan, a $20
million revolving line of credit and a $5 million letter of credit facility
which matured on July 31, 2001. The term loan, which was paid off in
December 2000, and the letter of credit facility were not renewed. The $20
million revolving line of credit was extended for a fee of $50,000 to
September 30, 2002 with First Union National Bank as the only lender.
There have been no borrowings on the revolving line of credit since it was
extended.

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 158,000 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 June 30,
2002, the balance outstanding on the loan was approximately $14,036,000.
This amount is included in Liabilities held for sale on the accompanying
consolidated balance sheets. Interest on the loan (as modified effective
May 31, 2001 and further modified effective December 31, 2001) is payable
based on the relevant LIBOR rate plus 1.8% during the first twenty-five
months of the loan. On July 1, 2002, the maturity date for the loan was
extended for eleven months and monthly payments of principal and interest
are currently due based upon a 25 year loan amortization schedule and an
assumed interest rate based on the ten-year treasury bond rate plus 2.5%
per annum. The loan may be prepaid in whole or in part at anytime,
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
commenced in March 2000 and is substantially complete at June 30, 2002.
Currently, the fully constructed portion of the property is approximately
99% leased to tenants.

In February 2002, unsolicited tender offers for Interests were made by
(1) First Commercial Guaranty ("FCG") to purchase up to 14,682
(approximately 3.67%) of the Interests for $150 per Interest, and (2) CMG
Partners, LLC ("CMG") to purchase up to 4.9% of the Interests for $200 per
Interest. The General Partner, on behalf of the Partnership, determined
that each of the FCG offer and the CMG offer was inadequate and not in the
best interests of the Holders of Interests. Accordingly, the General
Partner recommended that Holders of Interest reject each such offer and not
tender their Interests pursuant to either offer. The FCG offer and the CMG
offer were scheduled to expire in March and May 2002, respectively.

RESULTS OF OPERATIONS

The results of operations for the three and six months ended June 30,
2002 and 2001, are primarily attributable to the development and sale or
operation of the Partnership's assets.

The decrease in balance sheets components such as restricted cash,
trade and other receivables, inventories, prepaid expenses and other
assets, accounts payable and deposits at June 30, 2002 as compared to
December 31, 2001 is attributable to the orderly liquidation of the
Partnership's remaining assets as previously discussed.

For the three months ended June 30, 2002, the Partnership (including
its consolidated and unconsolidated ventures) closed on the sale of 269
housing units and one commercial office building unit. This compares to
closings in the second quarter of 2001 of 324 housing units, six homesites
and two one-story commercial office buildings. Outstanding contracts
("backlog") at June 30, 2002, were for 380 housing units. This compares to
a backlog at June 30, 2001 of 1,217 housing units and approximately two
acres of developed land. As of June 30, 2002, there were only six housing
units not under contract.

The Partnership's Communities, other than Weston, have completed
construction. The Partnership's Weston Community is in its final stage of
development, with an estimated remaining build-out of approximately eight
months. Notwithstanding the estimated duration of the remaining build-out,
the Partnership is currently seeking to complete an orderly liquidation of
its remaining assets by October 2002 with a winding up and final
distribution of any residual funds in 2004. However, there is no assurance
that the orderly liquidation and/or the winding up and final distribution
of any residual funds will occur within these time frames.

Housing revenues and gross operating profit margins from housing
operations decreased for the three and six month periods ended June 30,
2002 as compared to the same period in 2001, due to a decrease in the
number of units closed, a change in the mix of product sold and an accrual
for additional constructions costs. Revenues generated from the closing of
units in Weston account for approximately 100% and 99% of the housing
revenues recognized for the three and six months ended June 30, 2002 and
2001, respectively.

The decrease in homesite revenues for the three and six month periods
ended June 30, 2002 as compared to the same periods in 2001 is due to the
close-out of the remaining lot inventory in the Partnership's Communities.
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. The Partnership has no
remaining lot inventory to be sold in Weston.

Land and property revenues for the three and six months ended June 30,
2002 were generated primarily from the sale of commercial office building
units in Weston. Land and property revenues for the three and six months
ended June 30, 2001 were generated primarily from the sales of two one-
story commercial office buildings 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.

Operating properties represents activity from the Partnership's club
operations, commercial properties and certain other operating assets.
Effective January 1, 2002, the Partnership adopted SFAS No. 144 Accounting
for the Impairment or Disposal of Long-Lived Assets. Accordingly,
operations of The Shoppes of Town Center and the Weston Hills Country Club,
which meet the criteria for Assets held for sale, have been accounted for
as Income from assets held for sale, and the results of operations for
those entities have been excluded from continuing operations in the
consolidated statements of operations for all periods presented. The
income from assets held for sale increased for the three and six months
ended June 30, 2002 as compared to the same periods in 2001 primarily due
to rental revenues from The Shoppes of Town Center, which began generating
rental income during the third quarter of 2001. Operating property
revenues and cost of revenues decreased for the three and six month periods
ended June 30, 2002 as compared to the same periods in 2001, due to the
sale of the Weston Athletic Club in October 2001.

The decrease in revenues from Brokerage and other operations for the
three and six months ended June 30, 2002 as compared to the same period in
2001 is due primarily to a decrease in brokerage commissions earned in
Weston resulting from a reduced number of units closed by third party
builders within the Community, a decrease in fees earned from the
Partnership's mortgage brokerage operations due to a decrease in the number
of housing units closed and a decrease in revenue from the Partnership's
property management activities.

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 decreased for the three and six months ended June 30, 2002 as
compared to the same periods in 2001 due primarily to decreased marketing,
project administrative, and support service costs resulting from the close
out of several of the Partnership's Communities and the final stage of
development of its Weston Community.

Interest income decreased during the three and six months ended
June 30, 2002 as compared to the same periods in 2001 due primarily to the
decline in interest rates on invested funds throughout 2001.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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 these lawsuits to its various
insurance carriers for defense and coverage. Where appropriate, the
Partnership also has tendered these lawsuits to Disney for defense and
indemnification in whole or in part pursuant to the Partnership's
indemnification rights. 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.

One of the Partnership's insurance carriers has been 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 $10.1 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
barring 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 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 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 Associates, 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
allegedly 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. Plaintiffs have indicated that they may
seek to hold the Partnership responsible for the entire amount of alleged
damages owing as a result of the alleged deficiencies existing throughout
the entire development. The Partnership has tendered this matter to Disney
pursuant to the Partnership's indemnification rights and has filed a third-
party complaint against it pursuant to the Partnership's rights of
contractual indemnity. The Partnership has also answered the amended
complaint and has filed a cross-claim against Disney's affiliate, Walt
Disney World Company, for common law indemnity and contribution. Discovery
in this litigation is proceeding, and the case is currently set for trial
in February 2003.

In a matter related to the Lakes of the Meadow development, the Miami-
Dade County Building Department ("Building Department") retained the
services of an engineering firm, All State Engineering, to inspect the
condominiums that are the subject of the lawsuit. On February 27, 2002,
the Building Department apparently advised condominium owners throughout
the development that it found serious life-safety building code violations
in the original construction of the structures and issued notices of
violation under the South Florida Building Code. The condominium owners
were further advised that the notices of violation would require
affirmative action on their part to respond to the notices through
administrative proceedings and/or by addressing the alleged deficiencies.

Plaintiffs have filed a motion for leave to amend the complaint to
assert a claim for punitive damages based in part on the Building
Department notices and alleged pervasive construction defects throughout
the development. Plaintiffs have also moved to file a claim for
prejudgment interest. In their motion, plaintiffs reference investigations
conducted throughout 2001 and 2002, during the course of which plaintiffs
allegedly discovered numerous construction defects involving the fire
prevention systems, roof trusses and roof framing systems, reinforced
masonry walls, and other building systems. Plaintiffs have raised some of
these alleged construction defects after the Building Department issued its
notices of violations; and, accordingly, some of such alleged defects were
not included in the Building Department's notices of violations. There is
no assurance that the plaintiffs will not raise yet other issues. The
motion is currently scheduled for hearing on October 7, 2002. The
Partnership intends to vigorously oppose this motion.

The Partnership has not examined all of the buildings nor fully
assessed the alleged merits of the plaintiffs' reports. The Partnership is
currently being defended by counsel for one of its insurance carriers.
During 2001, the Partnership settled the claims brought in connection with
Lakes of the Meadows Village Homes Condominium No. 8 Maintenance
Association, Inc. ("Association No. 8") for a payment of $155,000 funded by
one of the Partnership's insurance carriers. Representatives of the
Partnership have discussed with representatives of Association No. 8 issues
raised by the Building Department's notices of violations for that
Association's condominium units. Based on currently known information, the
Partnership estimates that it may cost approximately $1,000,000 to address
the construction issues raised by the Building Department notices in
connection with Association No. 8. Association No. 8 has asked the
Partnership to pay for the costs to address these construction issues. As
a result of these discussions, the Partnership has asked one of its
insurance carriers to pay the expense of addressing these construction
issues for Association No. 8. In the event that the insurance carrier does
not fund these costs, the Partnership will consider whether it should fund
these costs under the circumstances.

Based on currently known information, the Partnership estimates that
the cost of addressing the construction issues raised by the Building
Department notices for units that the Partnership built and sold, other
than for those such units in Association No. 8, may be approximately
$1,900,000. The Partnership has asked the insurance carrier to pay the
cost of addressing these construction issues. As discussed above, the
plaintiffs have made claims of construction defects in addition to those
alleged in the Building Department's notices of violations, and these
additional claims are not included in the Partnership's estimates of the
amounts necessary to address the construction issues raised by the Building
Department's notices of violations, including those for Association No. 8.

On August 8, 2002, the Partnership attended a mediation of this
matter. During the course of the mediation, plaintiffs demanded
$298,000,000 on behalf of Association Nos. 1-7 and 9, such sums allegedly
representing the cost to address all construction defects currently alleged
to exist by plaintiffs, associated damages, and such other relief as the
plaintiffs believe they are entitled, including punitive damages. With
this demand, plaintiffs are seeking to impose liability on the Partnership
for all of the units in Association Nos. 1-7 and 9. The Partnership
believes that its liability, if any, extends to the portion of the units
that the Partnership built and sold, which the Partnership estimates to be
approximately ten percent of the units in Association Nos. 1-7 and 9. The
parties are in the process of exchanging technical information regarding
the issues raised by the notices of violation and possible ways in which to
address those issues. On August 9, 2002, the Partnership received a
reservation of rights letter from one of its insurance carriers by which
the carrier purports to limit its exposure with regard to the Lakes of the

Meadow matter and to reserve its rights to deny coverage and/or defense
under the policy and/or applicable law and with respect to defense costs
incurred or to be incurred in the future, to be reimbursed and/or obtain an
allocation of attorney's fees and expenses if it is determined there is no
coverage. The Partnership strongly disagrees with the position taken by
the carrier in the reservation of rights letter and believes that it is
covered under the terms of the carrier's policy. However, the Partnership
can give no assurances as to the ultimate portion of the expenses, fees and
damages, if any, which will be covered by its insurance. The mediation has
not concluded and the parties are attempting to schedule a further
mediation during September 2002.

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 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3.1. Amended and Restated Agreement of Limited Partnership.*

3.2. Acknowledgment and Amendment of Partnership Agreement.*

3.3. Assignment Agreement by and among the General Partner, the
Initial Limited Partner and the Partnership.*

99. Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is
filed herewith.

------------------------------

* Previously filed with the Securities and Exchange
Commission as Exhibits 3.1, 3.2 and 3.3, respectively, to the
Partnership's Form 10-Q/A Report (File No. 0-16976) filed on
June 6, 2002 and incorporated herein by reference.

(b) No reports on Form 8-K have been filed during the quarter for
which this report is filed.

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: August 12, 2002

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, Chief Financial Officer
and Principal Accounting Officer
Date: August 12, 2002