Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year
Ended December 31, 2009 Commission file no. 0-16976
ALP LIQUIDATING TRUST
(Exact name of registrant as specified in its charter)
Delaware 36-6044597
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each Class which registered
------------------- ------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
BENEFICIAL INTEREST UNITS
(Title of Class)
Indicate by check mark whether the Registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [ X ]
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 (the "Act") during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark whether registrant has submitted electronically and
posted on its corporate web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the proceeding 12 months (or such shorter period that the registrant
was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K [ X ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer[ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company[ X ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter. Not applicable.
Documents Incorporated by Reference
Certain portions of the Prospectus of the registrant dated September 16,
1987, and filed with the Commission pursuant to Rules 424(b) and 424(c)
under the Securities Act of 1933 are incorporated by reference in Part III
of this Annual Report on Form 10-K.
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . 1
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . 4
Item 1B. Unresolved Staff Comments. . . . . . . . . . . 4
Item 2. Properties . . . . . . . . . . . . . . . . . . 4
Item 3. Legal Proceedings. . . . . . . . . . . . . . . 4
Item 4. [ Reserved ] . . . . . . . . . . . . . . . . . 8
PART II
Item 5. Market for the Registrant's Common Equity,
Related Security Holder Matters and
Issuer Purchases of Equity Securities. . . . . 8
Item 6. Selected Financial Data. . . . . . . . . . . . 8
Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . .10
Item 7A. Quantitative and Qualitative
Disclosures About Market Risk. . . . . . . . .12
Item 8. Financial Statements and Supplementary Data. .13
Item 9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . .25
Item 9A. Controls and Procedures. . . . . . . . . . . .25
Item 9B. Other Information. . . . . . . . . . . . . . .25
PART III
Item 10. Director and Executive Officers of
the Registrant . . . . . . . . . . . . . . . .26
Item 11. Executive Compensation . . . . . . . . . . . .27
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Security
Holder Matters . . . . . . . . . . . . . . . .28
Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . .29
Item 14. Principal Accountant Fees and Services . . . .30
PART IV
Item 15. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K . . . . . .31
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . .33
i
PART I
ITEM 1. DESCRIPTION OF BUSINESS
All references to "Notes" are to Notes to Financial Statements
contained in this report.
On September 30, 2005, Arvida/JMB Partners, L.P. (the "Partnership")
completed its liquidation by contributing all of its remaining assets to
ALP Liquidating Trust ("ALP"), subject to all of the Partnership's
obligations and liabilities. Arvida Company ("Arvida"), an affiliate of
the former general partner of the Partnership, acts as Administrator (the
"Administrator") of ALP.
In connection with its formation, ALP issued a total of 448,794
beneficial interest units to the partners of the Partnership ("Unit
Holders"). In the liquidation, each partner in the Partnership received a
beneficial interest in ALP for each interest the partner held in the
Partnership. As a result, a partner's percentage interest in ALP remained
the same as that person's percentage interest was in the Partnership
immediately prior to its liquidation.
Upon completion of the liquidation of the Partnership, pursuant to
Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), ALP elected to become the successor issuer to the
Partnership for reporting purposes under the Exchange Act and elect to
report under the Exchange Act effective September 30, 2005. ALP has
assumed all reports filed by the Partnership prior to liquidation of the
Partnership under the Exchange Act. Throughout this report, references to
ALP shall be deemed to include activities of the Partnership prior to
September 30, 2005.
Until the ultimate completion of the liquidation, winding up and
termination of ALP, it is currently anticipated that ALP will retain all or
substantially all of its funds in reserve to provide for the payment of,
the defense against, or other satisfaction or resolution of obligations,
liabilities (including contingent liabilities) and current and possible
future claims and pending and possible future litigation. It is not
possible at this time to estimate the amount of time or money that it will
take to effect ALP's liquidation, winding up and termination. That
portion, if any, of the funds held in reserve that are not ultimately used
to pay, defend or otherwise resolve or satisfy obligations, liabilities or
claims are currently anticipated to be distributed to the Unit Holders in
ALP at a later date and may not be distributed until the completion of the
liquidation. At such time that ALP considers its liquidation, winding up
and termination to be imminent and its net realizable assets to be
reasonably determinable, it expects to adopt the liquidation basis of
accounting.
Various factors may affect the timing of completing the liquidation,
winding up and termination of ALP and the amount of liquidating
distributions of funds, if any, out of those retained in reserve. These
factors include the time and expense to resolve all obligations,
liabilities and claims, including contingent liabilities and claims that
are not yet asserted but may be made in the future. Among other things,
delays in resolving pending or threatened litigation or other asserted
claims, currently unasserted claims that arise in the future and other
factors could result in a reduction in future distributions to Unit Holders
in ALP and could extend the time, and significantly increase the cost, to
complete the liquidation, winding up and termination of ALP. While ALP
intends to defend against asserted claims where appropriate, it is
currently not possible to identify or assess any defenses or counterclaims
that may be available to ALP, or the magnitude of any claims that may be
asserted.
The current registrant, ALP Liquidating Trust was originally a
limited partnership formed in 1987 and governed under the Revised Uniform
Limited Partnership Act of the State of Delaware. The Partnership was
formed to own and develop substantially all of the assets of Arvida
Corporation (the "Seller"), a subsidiary of The Walt Disney Company, which
were acquired by the Partnership from the Seller on September 10, 1987. On
September 16, 1987, the Partnership commenced an offering to the public of
up to $400,000,000 in Limited Partnership Interests and assignee interests
therein ("Interests") pursuant to a Registration Statement on Form S-1
under the Securities Act of 1933 (No. 33-14091). A total of 400,000
Interests were sold to the public (at an offering price of $1,000 per
Interest before discounts) and the holders of 400,000 Interests were
admitted to the Partnership in October 1987. The offering terminated
October 31, 1987. In addition, a holder (an affiliate of the dealer-
manager of the public offering) of 4,000 Interests was admitted to the
Partnership in October 1987. Subsequent to admittance to the Partnership,
no Holder of Interests (a "Holder" or "Holder of Interests") has made any
additional capital contribution. The Holders of Interests of the
Partnership generally share in their portion of the benefits of ownership
of the Partnership's real property investments and other assets according
to the number of Interests held.
Pursuant to Section 5.5J of the Partnership's Amended and Restated
Agreement of Limited Partnership (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 was to be completed by October
2002. In October 2002, the Partnership commenced a solicitation for
consents to an amendment (the "Amendment") to the Partnership Agreement
providing for an extension of the term of the Partnership's liquidation
period to not later than October 31, 2005. In addition, under the terms of
the Amendment, Arvida/JMB Managers, Inc., the General Partner of the
Partnership, was authorized, in its sole discretion, to complete the
liquidation of the Partnership by forming ALP and contributing any
remaining Partnership assets to ALP subject to all outstanding obligations
and liabilities of the Partnership. In November 2002, the Holders of a
majority of the outstanding Interests gave their consent to the Amendment,
which became effective October 29, 2002.
As noted above, under the terms of the Amendment, the General Partner
was authorized, in its sole discretion, to complete the liquidation of the
Partnership by forming a Liquidating Trust. The trustee or trustees of ALP
could be an officer or officers of the General Partner or an affiliate of
the General Partner. The remaining Partnership assets would be contributed
to ALP subject to all outstanding obligations and liabilities of the
Partnership. The General Partner, Associate Limited Partners and Holders
of Interests would receive beneficial interests in ALP in proportion to
their respective interests in the Partnership. Subsequently, after
liquidating any remaining non-cash assets and providing for the payment or
satisfaction of all such obligations and liabilities, the trustee(s) of ALP
would distribute any remaining proceeds to the General Partner, Associate
Limited Partners and Holders of Interests in proportion to their respective
interests in ALP.
Prior to the commencement of the Partnership's orderly liquidation,
the assets of the Partnership consisted principally of interests in land
developed into master-planned residential communities (the "Communities"),
and, to a lesser extent, commercial properties; accounts receivable;
construction, brokerage and other support businesses; real estate assets
held for investment and certain club and recreational facilities. The
Partnership was principally engaged in the development of comprehensively
planned resort and primary home Communities containing a diversified
product mix designed for the middle and upper income segments of the
various markets in which the Partnership operated. The Communities were
located primarily throughout the State of Florida, with Communities also
located near Atlanta, Georgia and Highlands, North Carolina. In addition,
the Partnership, directly or through certain subsidiaries, provided
development and management services to the homeowners associations within
the Communities.
Pursuant to a management agreement with the Partnership, through
December 31, 1997, Arvida provided development and management supervisory
and advisory services and the personnel therefor to the Partnership for all
of its projects and operations, subject, in each case, to the overall
control of the General Partner on behalf of the Partnership. Arvida
entered into a sub-management agreement with St. Joe/Arvida Company, LP
(now known as St. Joe Towns & Resorts, LP - "Towns & Resorts LP"),
effective January 1, 1998, whereby Towns & Resorts LP provided (and is
reimbursed for) a substantial portion of the development and management
supervisory and advisory services (and personnel with respect thereto) to
the Partnership that Arvida would have otherwise provided pursuant to its
management agreement with the Partnership. Affiliates of JMB Realty
Corporation owned a minority interest in Towns & Resorts LP until July
2003, when they sold their minority interest to an affiliate of the St. Joe
Company. Such sale did not involve the sale of any assets of the
Partnership, the sale of the General Partner's interest in the Partnership,
nor a change in the submanagement agreement for the services provided to
the Partnership by Towns & Resorts LP. The St. Joe Company beneficially
owns 23.9% of the outstanding beneficial interest units of ALP.
In late 2007 it was determined that certain remnant parcels from past
developments were still owned by ALP rather than by relevant homeowners
associations or public entities. These remnant parcels have no value and,
to the extent hereafter deeded to third parties, will result in no material
proceeds to the Trust. ALP is working with relevant parties on some of
these parcels to affect the transfer of these parcels where feasible.
However, certain of these parcels carry past-due taxes that include years
where they had been assessed on pre-subdivision values that, due to the
passage of time and the expiration of local appeals periods, precluded
their being deeded over in the normal course. These taxes are non-recourse
to ALP. While these parcels are being handled on a case-by-case basis,
where ALP is unable to effect a transfer whereby any material accrued taxes
are waived by the taxing authority or assumed by the transferee, ALP
generally will allow such parcels to be acquired by third parties at tax
sale in order to relieve ALP from any future liabilities associated with
them. In 2009 and early 2010, ALP was able to deed a number of these
parcels to outside parties and, as a result, recognized income in 2009
related to the real estate taxes that had been previously accrued for these
parcels. The cost of completing this process is not expected to be
material, however ALP is unable to predict the time period required.
ALP has no employees.
ALP currently owns no patents, trademarks, licenses or franchises
other than those trademarks and tradenames that relate directly to certain
of its Communities. Towns & Resorts LP owns the Arvida name and service
marks with respect to the Arvida name. ALP has a license agreement with
Towns & Resorts LP to use the Arvida name.
The terms of transactions between the successor Liquidating Trust and
the successor Administrator and its affiliates are set forth in Items 10
and 12 filed with this annual report to which reference is hereby made for
a description of such terms and transactions.
ITEM 1A. RISK FACTORS
The liquidation of ALP faces numerous risks, including those set
forth below.
Reference is made to Item 1. Business and Item 3. Legal Proceedings
for an item specific detailed discussion of some of the risk factors facing
ALP.
Risk factors include the time and expense to resolve all obligations,
liabilities and claims, including contingent liabilities and claims that
are not yet asserted but may be made in the future. Among other things,
contingencies, delays in resolving pending or threatened litigation or
other asserted claims, currently unasserted claims that arise in the future
and other factors could result in a reduction in future distributions to
Unit Holders in ALP and could extend the time, and significantly increase
the cost, to complete the liquidation, winding up and termination of ALP.
While ALP intends to defend against asserted claims where appropriate, it
is currently not possible to identify or assess any defenses or
counterclaims that may be available to ALP, or the magnitude of any claims
that may be asserted.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Applicable
ITEM 2. PROPERTIES
ALP has no housing units or other material real estate assets. It
continues to own a number of minor parcels that it will endeavor to sell or
otherwise dispose of prior to liquidation, which are not expected to yield
any material proceeds to ALP.
ITEM 3. LEGAL PROCEEDINGS
ALP accrues legal liabilities when it is probable that the future
costs will be incurred and such costs can be reasonably estimated. Such
accruals are based upon developments to date, management's estimates of the
outcome of these matters and its experience in contesting, litigating and
settling other matters. Based on evaluation of the Partnership's
litigation matters and discussions with internal and external legal
counsel, management believes that an adverse outcome on one or more of the
matters set forth below, against which no accrual for loss has been made at
December 31, 2009 unless otherwise noted, is reasonably possible but not
probable, and that the outcome with respect to one or more of these
matters, if adverse, is reasonably likely to have a material adverse impact
on the accompanying financial statements of ALP.
The Partnership, the General Partner and certain related parties as
well as other unrelated parties have been named defendants in an action
entitled Rothal v. Arvida/JMB Partners Ltd. et al., Case No. 03-10709
CACE 12, filed in the Circuit Court of the 17th Judicial Circuit in and for
Broward County, Florida. In this suit that was originally filed on or
about June 20, 2003, plaintiffs purport to bring a class action allegedly
arising out of construction defects occurring during the development of
Camellia Island in Weston, which has approximately 150 homes. On May 9,
2005, plaintiffs filed a nine count second amended complaint seeking
unspecified general damages, special damages, statutory damages,
prejudgment and post-judgment interest, costs, attorneys' fees, and such
other relief as the court may deem just and proper. Plaintiffs complain,
among other things, that the homes were not adequately built, that the
homes were not built in conformity with the South Florida Building Code and
plans on file with Broward County, Florida, that the roofs were not
properly attached or were inadequate, that the truss systems and
installation thereof were improper, and that the homes suffer from improper
shutter storm protection systems. Plaintiffs have filed a motion to expand
the class to include other homes in Weston. The motion to expand the class
has not yet been heard. The Arvida defendants intend to oppose the motion.
The case went to mediation on March 11, 2010. The case did not settle.
The matter is currently scheduled for a hearing on a motion to certify the
class on April 13, 2010. The Arvida defendants have filed their answer to
the amended complaint. The Arvida defendants believe that they have
meritorious defenses and intend to vigorously defend themselves. The
Partnership is not able to determine what, if any, loss exposure that it
may have for this matter. This case has been tendered to one of the
Partnership's insurance carriers, Zurich American Insurance Company
(together with its affiliates collectively, "Zurich"), for defense and
indemnity. Zurich is providing a defense of this matter under a purported
reservation of rights. The Partnership has also engaged other counsel in
connection with this lawsuit. The ultimate legal and financial liability
of the Partnership, if any, in this matter cannot be estimated with
certainty at this time. The Partnership is unable to determine the
ultimate portion of the expenses, fees and damages, if any, which will be
covered by its insurance.
The Partnership was named a defendant in a purported class action
entitled Osnovsky, individually and on behalf of others similarly situated,
v. Arvida Company, Arvida/JMB Partners, and Arvida Realty Co., Inc., Case
No. 05015925, filed on November 7, 2005, in the Circuit Court of the 17th
Judicial Circuit in and for Broward County, Florida. On February 8, 2008,
the court entered an order dismissing the case with prejudice, each party
to bear its own fees and costs. The Partnership paid no money.
The following lawsuits in large part allegedly arise out of
landscaping issues at certain subdivisions in the Weston Community. These
lawsuits are collectively referred to as the "landscape cases." In
addition to the following landscaping cases, the General Partner has
received letters from other homeowners' associations in the Weston
Community complaining about their landscaping. These associations have not
filed suit.
A case, The Ridges Maintenance Association, Inc. v. Arvida/JMB
Partners, et al., Case No. 03-10189 (05) (the "Ridges Case"), was filed on
or about June 6, 2003 in the Circuit Court of the 17th Judicial Circuit in
and for Broward County, Florida. The defendants in this action include
Arvida/JMB Partners, Arvida/JMB Managers, Inc., Arvida Management Limited
Partnership, CCL Consultants, Inc. ("CCL"), Bamboo Hammock Nursery, Inc.
("Bamboo Hammock"), and Lagasse Pool Construction, Co. ("Lagasse").
Plaintiff is alleged to be a homeowners' association representing the
owners of approximately 1,500 homes and extensive common areas in the
Ridges subdivision in Weston. In the seven-count amended complaint that
was filed on September 16, 2005, plaintiff seeks unspecified compensatory
damages, prejudgment interest, court costs and such other and further
relief as the court might deem just and proper. In Count I, plaintiff
seeks damages from the Arvida defendants for alleged negligent design,
construction and/or maintenance of the landscaping and common elements that
allegedly resulted in defects of the landscaping, sidewalks, irrigation
systems, and community pool. With respect to the landscaping claims, the
plaintiff claims that it evaluated the condition of the common areas after
the turnover of the community in January 2000 and alleges that it
discovered numerous construction, design and maintenance defects and
deficiencies including, but not limited to, improper planting of inferior
quality/grade of landscaping contrary to controlling government codes,
shallow planting of landscaping, landscape planting in inappropriate areas,
and the planting of landscaping that would uproot sidewalks. In Count II,
plaintiff seeks damages from CCL, the alleged civil engineer for the
community, in connection with the alleged negligent design, construction or
maintenance of the common areas and elements. In Count III, plaintiff
seeks damages from Bamboo Hammock, the alleged landscape engineer,
architect, supplier, installer and/or designer, in connection with alleged
defects in the landscaping resulting in damage to, among other things, the
landscaping and sidewalks. In Count IV, plaintiff seeks damages from
Lagasse for alleged defects in the community pool. In Count V, plaintiff
seeks damages from Arvida/JMB Partners, a general partnership in which ALP
owns a 99.9% interest, and Arvida/JMB Managers, Inc., the former General
Partner of the Partnership, seeking to hold these entities vicariously
responsible for the acts of CCL, Bamboo Hammock, and/or Lagasse. In
Count VI, plaintiff seeks damages from the Arvida/JMB Partners and
Arvida/JMB Managers, Inc. for various breaches of fiduciary duty. In this
count, plaintiff alleges that prior to the turnover of the community, these
defendants engaged in acts that amounted to a breach of fiduciary duty to
plaintiff in that they, among other things, (i) allegedly improperly
executed an amendment to the declarations of covenant for their sole
benefit and to the financial detriment of the plaintiff; (ii) allegedly
engaged in acts that constituted a conflict of interest; (iii) allegedly
failed to maintain appropriate care, custody and control over the financial
affairs of the homeowners' association by failing to pay for common
expenses; (iv) allegedly improperly transferred funds by and between
plaintiff and a non-party, The Town Foundation, Inc., which transfers
allegedly amounted to a violation of these defendants' obligations to fund
operating deficits and a breach of fiduciary duty; and (v) allegedly
transferred funds by and between various entities under their common
control in violation of Florida statute and their fiduciary duty to
plaintiff. Plaintiffs voluntarily withdrew Count VII. The Arvida
defendants filed their answer to the amended complaint denying substantive
liability and raising various defenses. The Arvida defendants believe that
they have meritorious defenses and intend to vigorously defend themselves.
The case went to mediation on March 30, 2009 and again on July 13, 2009.
The case did not settle. Plaintiff filed a motion to add punitive damages
that was denied without prejudice. The case has been transferred to the
complex litigation unit of the Broward County court system. The case is
set to be called for trial sometime during the period of June 28, 2010
through September 24, 2010. The Ridges has been tendered to the carrier
for defense and indemnity and the carrier has issued a purported reserva-
tion of rights letter. The Ridges remains subject to the purported
reservation of rights letter despite the settlement of certain disputes
with the carrier discussed below. The Partnership has engaged additional
counsel with respect to the Ridges litigation. The Partnership is not able
to determine what, if any, loss exposure that it may have for the Ridges,
and the accompanying financial statements do not reflect any accruals
related to this case.
A case entitled The Falls Maintenance Association, Inc. v. Arvida/JMB
Partners, Arvida/JMB Managers, Inc., CCL Consultants, Inc. and Stiles
Corporation f/k/a Stiles Landscape Service Co., Case No. 0302577 (the
"Falls Maintenance Case"), was filed on or about February 10, 2003, in the
17th Judicial Circuit in and for Broward County, Florida. Before the case
was called for trial, the case settled for the payment of $75,000 to the
plaintiff homeowners' association plus legal fees and specified costs.
Such amounts were paid in the third quarter of 2008.
The Partnership has received from Zurich certain purported
reservation of rights letters in connection with certain of the landscaping
cases. For this and other reasons, on September 26, 2005, Arvida/JMB
Partners, L.P., Arvida/JMB Managers, Inc., and Arvida Management L.P.
(collectively "Arvida") filed a complaint, as amended, for declaratory
relief and damages against Zurich American Insurance Co., individually and
as successor to Zurich Insurance co. (collectively "Zurich"), Case No.
0514346 in the Circuit Court of the 17th Judicial Circuit in and for
Broward County, Florida. In this complaint, Arvida sought, among other
things, a declaration of its rights under its policies, attorney fees and
costs, and such other relief as the court deems appropriate. On March 11,
2008, Arvida and Zurich entered into an agreement to voluntarily dismiss
the pending action pending further discussions about the potential
settlement of disputes regarding insurance coverage for the landscaping
cases. Pursuant to the parties' agreement, the case was voluntarily
dismissed on April 9, 2008. In the third quarter of 2009, ALP entered into
a settlement agreement with Zurich. As a result, the parties have settled
their differences with respect to the carrier's purported reservation of
rights for two prior landscaping cases, the Falls and Weston Lakes matters,
which settled in September 2008 and December 2006, respectively, and the
parties have released each other with respect to any claims arising out of
the defense costs and settlement payments for those matters. Further under
the terms of the settlement, the parties resolved their differences with
respect to certain claims under agreements governing, among other things,
deductibles for a payment of $800,000. This payment was made in July 2009.
Further, Zurich paid ALP approximately $436,000 for the defense of the
Rothal case through September 30, 2009 and paid certain amounts to ALP's
outside counsel for the defense of the Falls litigation. In September 2009,
ALP was refunded approximately $328,000 from its outside counsel.
Other than as described above, the Partnership is not subject to any
material legal proceedings, other than ordinary routine litigation
incidental to the business of the Partnership.
ITEM 4. [ Reserved ]
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SECURITY
HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
As of January 1, 2010, there were 15,773 record holders of the
444,734 beneficial interest units outstanding in ALP. There is no public
market for beneficial interest units. However, there are restrictions
governing the transferability of these beneficial interest units set forth
in ALP Agreement. In addition, no transfer will be effective until the
first day of the next succeeding calendar quarter after the requisite
transfer form satisfactory to the Administrator has been received by the
Administrator. The transferee consequently will not be entitled to receive
any cash distributions or any allocable share of profits or losses for tax
purposes until such next succeeding calendar quarter. Cash distributions
to a Unit Holder of beneficial interest units will be distributed to the
person recognized as the Unit Holder of the beneficial interest units as of
the last day of the quarterly period preceding the quarter in which such
distribution is made.
Reference is made to Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations for a discussion of the
retention of cash reserves to pay or resolve obligations and liabilities
of, and claims asserted, and possible future cash distribution(s).
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction
with the financial statements and the notes to the financial statements and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," which are included elsewhere in this report. The consolidated
statement of operations data for the years ended December 31, 2009, 2008
and 2007 are derived from our audited consolidated financial statements
included herein.
ALP LIQUIDATING TRUST
FOR THE YEARS ENDED 2009, 2008 and 2007
2009 2008 2007
----------- ----------- -----------
Total revenues. . . . . . . $ 56,364 734,308 1,400,334
=========== =========== ===========
Net loss attributable to
Unit Holders. . . . . . . $(2,000,154) (957,018) (1,073,130)
=========== =========== ===========
Net loss per unit (a) . . . $ (4.50) (2.15) (2.41)
=========== =========== ===========
Total assets (b). . . . . . $22,052,092 24,623,289 26,893,590
=========== =========== ===========
Total liabilities (b) . . . $ 944,935 1,515,989 2,830,087
=========== =========== ===========
Cash distributions
per unit (c). . . . . . . $ -- -- --
=========== =========== ===========
The above selected consolidated financial data should be read in
conjunction with the consolidated financial statements and the related
notes appearing elsewhere in this annual report.
(a) The net (loss) income per beneficial interest unit is based upon
the number of units outstanding at the end of each period.
(b) ALP does not present a classified balance sheet as a matter of
industry practice, and as such, does not distinguish between
current and non-current assets and liabilities.
(c) Cash distributions from ALP are generally not equivalent to income
as determined for Federal income tax purposes or as determined
under generally accepted accounting principles. Cash distributions
to the Unit Holders reflect distributions paid during the calendar
year, a portion of which represents a return of capital for Federal
income tax purposes.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
This report, including this Management's Discussion and Analysis of
Financial Condition and Results of Operations, contains forward-looking
statements. Words like "believes," "expects," "anticipates," "likely" and
similar expressions used in this report are intended to identify forward-
looking statements. These forward-looking statements give ALP's current
estimates or expectations of future events, circumstances or results,
including statements concerning possible future distributions and the
amount of time and money that may be involved in completing the
liquidation, winding up and termination of ALP. Any forward-looking
statements made in this report are based upon ALP's understanding of facts
and circumstances as they exist on the date of this report, and therefore
such statements speak only as of that date. In addition, the forward-
looking statements contained in this report are subject to risks,
uncertainties and other factors that may cause the actual events or
circumstances, or the results or performances of ALP, to be materially
different from those estimated or expected, expressly or implicitly, in the
forward-looking statements. In particular, but without limitation, the
accuracy of statements concerning possible future distributions to the Unit
Holders, or the timing, proceeds or costs associated with completion of a
liquidation, winding up and termination may be adversely affected by, among
other things, various factors discussed below.
Effective September 30, 2005, the Partnership completed its
liquidation by contributing all of its remaining assets to ALP, subject to
all of the Partnership's obligations and liabilities. Arvida Company, an
affiliate of the general partner of the Partnership, acts as the
Administrator of ALP.
ALP is a statutory trust formed under the laws of the State of
Delaware. The purpose of ALP is to complete the liquidation and winding up
of the business affairs of the Partnership. The liquidation, winding up
and termination of ALP will be managed by Arvida Company, as administrator
of ALP. In its capacity as such, the Administrator has the authority to
exercise all of the powers granted to it under the Trust Agreement,
including selling or otherwise disposing of the remaining property of ALP,
resolving litigation against ALP or its predecessor, preparing tax returns
for ALP, making distributions to Unit Holders and retaining advisors to
assist it in carrying out its powers. Wilmington Trust Company is the
Delaware resident trustee of ALP. Both the Administrator and the Delaware
resident trustee are entitled to fees for their services and/or
reimbursement for the expenses they incur in connection with their
activities under the Trust Agreement. In addition, each of them will
generally be indemnified for liabilities that arise as a result of the
activities they provide under ALP Agreement unless such liabilities result
from such person's own bad faith, fraud, willful misconduct or gross
negligence. ALP will generally continue in existence until all claims,
debts, liabilities and obligations of ALP and the Partnership have been
paid or otherwise discharged.
In connection with its formation, ALP issued a total of 448,794
beneficial interest units to the partners of the Partnership. In the
liquidation, each partner in the Partnership ("Unit Holders") received a
beneficial interest in ALP for each interest the partner held in the
Partnership. As a result, a partner's percentage interest in ALP remained
the same as that person's percentage interest was in the Partnership
immediately prior to its liquidation.
Upon completion of the liquidation of the Partnership, pursuant to
Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), ALP elected to become the successor issuer to the
Partnership for reporting purposes under the Exchange Act and elected to
report under the Exchange Act effective September 30, 2005. ALP has
assumed all reports filed by the Partnership prior to liquidation of the
Partnership under the Exchange Act.
Various factors may affect the timing of completing the liquidation,
winding up and termination of ALP and the amount of liquidating
distributions of funds, if any, out of those retained in reserve. These
factors include the time and expense to resolve all obligations,
liabilities and claims, including contingent liabilities and claims that
are not yet asserted but may be made in the future. Among other things,
delays in resolving pending or threatened litigation or other asserted
claims, currently unasserted claims that arise in the future and other
factors could result in a reduction in future distributions to Unit Holders
in ALP and could extend the time, and significantly increase the cost, to
complete the liquidation, winding up and termination of ALP. While ALP
intends to defend against asserted claims where appropriate, it is
currently not possible to identify or assess any defenses or counterclaims
that may be available to ALP, or the magnitude of any claims that may be
asserted.
CRITICAL ACCOUNTING POLICIES
ALP accrues liabilities when it is probable that the future costs
will be incurred and such costs can be reasonably estimated. Such accruals
are based upon developments to date, management's estimates of the outcome
of these matters and its experience in such matters. Actual future claims
and contingencies could differ from the currently estimated amounts.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2009 and 2008, ALP had unrestricted cash and cash
equivalents of approximately $21,999,000 and $23,928,000, respectively. At
February 28, 2010, ALP had unrestricted cash and cash equivalents of
approximately $21,873,000. The source of both short-term and long-term
future liquidity is expected to be derived from cash on hand and income
earned thereon.
At December 31, 2009, ALP is liable for performance bonds in the
amount of $48,000, which are fully collateralized.
ALP expects to use its capital resources to execute its liquidation
and dissolution, and with remaining funds, if any, to be used to make
liquidating distributions to Unit Holders.
RESULTS OF OPERATIONS
The decrease in restricted cash at December 31, 2009 as compared to
December 31, 2008 is the result of the release of collateral related to
certain escrow agreements ALP is no longer required to maintain.
The decrease in accounts payable and accrued expenses at December 31,
2009 as compared to December 31, 2008 is primarily due to the timing of
payments for professional fees as well as the settlement of certain
insurance claims.
The decrease in interest and other income for the year ended
December 31, 2009 as compared to the years ended December 31, 2008 and 2007
is primarily due to lower cash balances available for investment as well as
a decrease in the rates ALP is able to earn on its invested cash reserves.
The decrease in general and administrative expense for the years
ended December 31, 2009 and 2008 as compared to December 31, 2007 is
primarily due to the consolidation of administrative offices in 2007.
Other expense for the year ended December 31, 2009 consists primarily
of the reversal of real estate tax expense previously accrued on certain
real estate parcels that were deeded to outside parties. Other expense for
the year ended December 31, 2008 consists primarily of amounts related to
the removal of reserves from the balance sheet that were determined to be
no longer necessary.
INFLATION
The relatively low rates of inflation in recent years generally have
not had a material effect on ALP. Inflation in future periods is likely to
increase the costs of ALP's operations, principally for professional
services and general and administrative expenses.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ALP's only market rate exposure was interest rate risk related to
marketable securities.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ALP LIQUIDATING TRUST
INDEX
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2009 and 2008
Consolidated Statements of Operations for the years ended
December 31, 2009, 2008 and 2007
Consolidated Statements of Changes in Unit Holders' Equity for
the years ended December 31, 2009, 2008 and 2007
Consolidated Statements of Cash Flows for the years ended
December 31, 2009, 2008 and 2007
Notes to Financial Statements
SCHEDULES NOT FILED:
All schedules have been omitted as the required information is
inapplicable or immaterial, or the information is presented in the
consolidated financial statements or related notes.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Trustees of
ALP Liquidating Trust
We have audited the accompanying consolidated balance sheets of ALP
Liquidating Trust (the "Trust") as of December 31, 2009 and 2008, and the
related consolidated statements of operations, unit holders' equity and
cash flows for each of the three years in the period ended December 31,
2009. These financial statements are the responsibility of the Trust's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of ALP
Liquidating Trust at December 31, 2009 and 2008, and the results of
operations and its cash flows for the three years in the period ended
December 31, 2009, in conformity with U.S. generally accepted accounting
principles.
We were not engaged to examine management's assertion about the
effectiveness of ALP Liquidating Trust's internal control over financial
reporting as of December 31, 2009 included in the accompanying Management's
Report on Internal Control Over Financial Reporting and, accordingly, we do
not express an opinion thereon.
/s/ McGladrey & Pullen
Chicago, Illinois
March 26, 2010
PART II. FINANCIAL INFORMATION
ITEM 8. FINANCIAL STATEMENTS
ALP LIQUIDATING TRUST
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2009 and 2008
ASSETS
------
2009 2008
----------- ------------
Cash and cash equivalents . . . . . . . $21,998,812 23,927,508
Restricted cash . . . . . . . . . . . . 48,667 684,426
Prepaid expenses and other assets . . . 4,613 11,355
----------- ------------
Total assets. . . . . . . . . $22,052,092 24,623,289
=========== ============
LIABILITIES AND UNIT HOLDERS' EQUITY
------------------------------------
Accounts payable and accrued expenses . $ 944,935 1,515,989
----------- ------------
Total liabilities . . . . . . 944,935 1,515,989
----------- ------------
Commitments and Contingencies
Unit Holders' equity (444,734 and
445,413 beneficial interest units
at December 31, 2009 and 2008,
respectively) . . . . . . . . . . . . 21,069,962 23,070,116
Non controlling interest. . . . . . . . 37,195 37,184
----------- ------------
Total equity. . . . . . . . . 21,107,157 23,107,300
----------- ------------
Total liabilities and
Unit Holders' equity. . . . $22,052,092 24,623,289
=========== ============
The accompanying notes are an integral part of
these consolidated financial statements.
ALP LIQUIDATING TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
2009 2008 2007
----------- ----------- -----------
Income:
Interest and other income . $ 56,364 734,308 1,400,334
----------- ----------- -----------
56,364 734,308 1,400,334
----------- ----------- -----------
Expenses:
Professional services . . . 1,548,112 1,574,055 1,539,664
General and
administrative. . . . . . 560,226 627,060 753,998
Other . . . . . . . . . . . (51,831) (510,604) 180,047
----------- ----------- -----------
2,056,507 1,690,511 2,473,709
----------- ----------- -----------
Net loss. . . . . . . . . . (2,000,143) (956,203) (1,073,375)
Less: Net (loss)
income attributable
to non controlling
interests . . . . . (11) (815) 245
----------- ----------- -----------
Net loss attributable
to Unit Holders . . $(2,000,154) (957,018) (1,073,130)
=========== =========== ===========
Net loss per
beneficial
interest unit . . . $ (4.50) (2.15) (2.41)
=========== =========== ===========
Cash distributions
per beneficial
interest unit . . . $ -- -- --
=========== =========== ===========
The accompanying notes are an integral part of
these consolidated financial statements.
ALP LIQUIDATING TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN UNIT HOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
Unit Holders Non
----------------------- Controlling
Total Amount Units Interests
----------- ---------- ---------- -----------
Balance,
January 1, 2007 . .$25,136,878 25,100,264 446,375 36,614
Net income (loss) . . (1,073,375) (1,073,130) -- (245)
Units abandoned . . . -- -- (287) --
----------- ---------- ---------- ----------
Balance,
December 31, 2007 . 24,063,503 24,027,134 446,088 36,369
Net income (loss) . . (956,203) (957,018) -- 815
Units abandoned . . . -- -- (675) --
----------- ---------- ---------- ----------
Balance,
December 31, 2008 . 23,107,300 23,070,116 445,413 37,184
Net income (loss) . . (2,000,143) (2,000,154) -- 11
Units abandoned . . . -- -- (679) --
---------- ---------- ---------- ----------
Balance,
December 31, 2009 .$21,107,157 21,069,962 444,734 37,195
=========== ========== ========== ==========
The accompanying notes are an integral part of
these consolidated financial statements.
ALP LIQUIDATING TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
2009 2008 2007
----------- ----------- -----------
Operating activities:
Net loss. . . . . . . . . . $(2,000,143) (956,203) (1,073,375)
Changes in:
Restricted cash . . . . . 635,759 (2,004) (10,610)
Prepaid expenses and
other assets. . . . . . 6,742 123,949 632
Accounts payable and
accrued expenses. . . . (571,054) (382,418) 148,995
Unfunded development
costs . . . . . . . . . -- (931,680) --
----------- ----------- -----------
Net cash (used in)
operating
activities . . . . . (1,928,696) (2,148,356) (934,358)
----------- ----------- -----------
Decrease in cash and
cash equivalents . . (1,928,696) (2,148,356) (934,358)
Cash and cash
equivalents,
beginning of
period . . . . . . . 23,927,508 26,075,864 27,010,222
----------- ----------- -----------
Cash and cash
equivalents,
end of period. . . . $21,998,812 23,927,508 26,075,864
=========== =========== ===========
The accompanying notes are an integral part
of these consolidated financial statements.
ALP LIQUIDATING TRUST
NOTES TO FINANCIAL STATEMENTS
(1) OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Operations
On September 30, 2005, Arvida/JMB Partners, L.P. (the "Partnership")
completed its liquidation by contributing all of its remaining assets to
ALP Liquidating Trust ("ALP"), subject to all of the Partnership's
obligations and liabilities. Arvida Company, an affiliate of the former
general partner of the Partnership, acts as Administrator (the
"Administrator") of ALP.
In connection with its formation, ALP issued a total of 448,794
beneficial interest units to the partners of the Partnership ("Unit
Holders"). In the liquidation, each partner in the Partnership received a
beneficial interest in ALP for each interest the partner held in the
Partnership. As a result, a partner's percentage interest in ALP remained
the same as that person's percentage interest was in the Partnership
immediately prior to its liquidation. As of January 1, 2010, there were
15,773 record holders of the 444,734 beneficial interest units outstanding
in ALP.
Upon completion of the liquidation of the Partnership, pursuant to
Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), ALP elected to become the successor issuer to the
Partnership for reporting purposes under the Exchange Act and elected to
report under the Exchange Act effective September 30, 2005. ALP has
assumed all reports filed by the Partnership prior to liquidation of the
Partnership under the Exchange Act. Throughout this report, references to
ALP shall be deemed to include activities of the Partnership prior to
September 30, 2005.
Basis of Presentation
Certain amounts in the consolidated financial statements have been
reclassed to conform to current year presentations.
Until the ultimate completion of the liquidation, winding up and
termination of ALP, it is currently anticipated that ALP will retain all or
substantially all of its funds in reserve to provide for the payment of,
the defense against, or other satisfaction or resolution of obligations,
liabilities (including contingent liabilities), current and possible future
claims, and pending and possible future litigation. It is not possible at
this time to estimate the amount of time or money that it will take to
effect ALP's liquidation, winding up and termination. That portion, if
any, of the funds held in reserve that are not ultimately used to pay,
defend or otherwise resolve or satisfy obligations, liabilities or claims
are currently anticipated to be distributed to the Unit Holders in ALP at a
later date and may not be distributed until the completion of the
liquidation. At such time that ALP considers its liquidation, winding up
and termination to be imminent and its net realizable assets to be
reasonably determinable, it expects to adopt the liquidation basis of
accounting.
Various factors may affect the timing of completing the liquidation,
winding up and termination of ALP and the amount of liquidating
distributions of funds, if any, out of those retained in reserve. These
factors include the time and expense to resolve all obligations,
liabilities and claims, including contingent liabilities and claims that
are not yet asserted but may be made in the future. Among other things,
delays in resolving pending or threatened litigation or other asserted
claims, currently unasserted claims that arise in the future and other
factors could result in a reduction in future distributions to Unit Holders
in ALP and could extend the time, and significantly increase the cost, to
complete the liquidation, winding up and termination of ALP. While ALP
intends to defend against asserted claims where appropriate, it is
currently not possible to identify or assess any defenses or counterclaims
that may be available to ALP, or the magnitude of any claims that may be
asserted.
Recent Accounting Pronouncements
In March of 2008, the FASB issued Disclosures about Derivative
Instruments and Hedging Activities. This statement requires additional
disclosures about the objectives of using derivative instruments and
requires disclosure of the fair values of derivative instruments and their
gains and losses in a tabular format. This statement became effective for
financial statements issued for fiscal years and interim periods beginning
after November 15, 2008. As this pronouncement is only disclosure-related,
it did not have an impact on the financial position and results of
operations.
In December 2007, the FASB issued Noncontrolling Interests in
Consolidated Financial Statements. This statement establishes accounting
and reporting standards for the minority or noncontrolling interests in a
subsidiary or variable interest entity and for the deconsolidation of a
subsidiary or variable interest entity. Minority interests are
recharacterized as noncontrolling interests and classified as a component
of equity, and established a single method of accounting for changes in a
parent's ownership interest in a subsidiary and requires expanded
disclosures. This statement became effective for the beginning of the ALP's
first fiscal year beginning after December 15, 2008. The adoption of this
standard did not have any impact on ALP's financial position or results of
operations.
FASB has provided guidance for how uncertain tax positions should be
recognized, measured, disclosed and presented in the financial statements.
This requires the evaluation of tax positions taken or expected to be taken
in the course of preparing the entity's tax returns to determine whether
the tax positions are more-likely-than-not of being sustained when
challenged or when examined by the applicable taxing authority. For the
years ended December 31, 2009 and 2008, management has determined that
there are no material uncertain income tax positions.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the amounts reported or
disclosed in the financial statements and accompanying notes. Significant
estimates include the ultimate outcome of contingencies. Actual results
could differ from those estimates.
Reserves
In the normal course of business, ALP incurred costs associated with
the sales of homes which have previously closed. Reserves were established
by charging cost of revenues and recognizing a liability for the estimated
costs for each home that was closed. In the second quarter of 2008, ALP
determined that these reserves were no longer necessary and removed them
from the balance sheet at the end of that period.
Liabilities
Accounts payable and accrued expenses include legal fees, real estate
taxes and other miscellaneous accruals.
Indemnification of Certain Persons
Under certain circumstances, ALP indemnifies the Administrator and
certain other persons performing services on behalf of ALP for liability
they may incur arising out of the indemnified persons' activities conducted
on behalf of ALP. There is no limitation on the maximum potential payments
under these indemnification obligations, and, due to the number and variety
of events and circumstances under which these indemnification obligations
could arise, ALP is not able to estimate such maximum potential payments.
However, historically ALP has not made payments in material amounts under
such indemnification obligations, and no amount has been accrued in the
accompanying financial statements for these indemnification obligations of
ALP.
Principles of Consolidation
The consolidated financial statements included the accounts of ALP
and its consolidated ventures. All material intercompany balances and
transactions have been eliminated in consolidation. The equity method of
accounting has been applied in the accompanying consolidated financial
statements with respect to those investments where ALP's ownership interest
is 50% or less.
Income Taxes
No provision for state or Federal income taxes has been made as the
liability for such taxes is that of the Unit Holders rather than ALP.
However, in certain instances in the past, ALP was required under
applicable state law to remit directly to the state tax authorities amounts
representing withholding on applicable taxable income allocated to the Unit
Holders. Such payments on behalf of Unit Holders of Interest are deemed
distributions to them.
(2) CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents may consist of U.S. Government obligations
with original maturities of three months or less, money market demand
accounts and repurchase agreements, the cost of which approximates market
value. Cash invested in U.S. Government obligations with maturities
greater than three months is classified as short-term investments. At
December 31, 2009 the amounts included in restricted cash consists of cash
which collateralizes certain performance bonds. In the third quarter of
2009 approximately $639,000, previously held as collateral for certain
escrow accounts was released. ALP maintains funds in financial
institutions that exceed the FDIC insured limit. ALP does not believe it
is exposed to any significant credit risk.
(3) TRANSACTIONS WITH AFFILIATES
The Administrator or its affiliates are entitled to reimbursements
for their direct expenses or out of pocket expenses related to the
administration and management of ALP. For the years ended December 31,
2009 and 2008, the Administrator or its affiliates were entitled to
reimbursements for legal, accounting, treasury and corporate services. Such
costs for the periods totaled $431,195 and $459,999, respectively.
Additionally, an affiliate of the Administrator earned and received
brokerage commissions for providing insurance coverage for ALP. Such
commissions paid for the years ended December 31, 2009 and 2008 were $235
and $353, respectively.
Amounts receivable from or payable to the Administrator or their
respective affiliates do not bear interest and are expected to be paid in
future periods. At December 31, 2009 and 2008, approximately $83,000 and
$35,000 was payable to the Administrator or its affiliates and is included
in accounts payable and accrued expenses.
(4) COMMITMENTS AND CONTINGENCIES
As security for performance of certain development obligations, ALP
was contingently liable under performance bonds for approximately $48,000.
These performance bonds are fully collateralized.
In late 2007 it was determined that certain remnant parcels from past
developments were still owned by ALP rather than by relevant homeowners
associations or public entities. These remnant parcels have no value and,
to the extent hereafter deeded to third parties, will result in no material
proceeds to the Trust. ALP is working with relevant parties on some of
these parcels to affect the transfer of these parcels where feasible.
However, certain of these parcels carry past-due taxes that include years
where they had been assessed on pre-subdivision values that, due to the
passage of time and the expiration of local appeals periods, precluded
their being deeded over in the normal course. These taxes are non-recourse
to ALP. While these parcels are being handled on a case-by-case basis,
where ALP is unable to effect a transfer whereby any material accrued taxes
are waived by the taxing authority or assumed by the transferee, ALP
generally will allow such parcels to be acquired by third parties at tax
sale in order to relieve ALP from any future liabilities associated with
them. In 2009 and early 2010, ALP was able to deed a number of these
parcels to outside parties and, as a result, recognized income in 2009
related to the real estate taxes that had been previously accrued for these
parcels. These amounts are reflected as a reduction of other expense of
approximately $68,000 in the consolidated statements of operations. The
cost of completing this process is not expected to be material, however ALP
is unable to predict the time period required.
ALP accrues legal liabilities when it is probable that the future
costs will be incurred and such costs can be reasonably estimated. Such
accruals are based upon developments to date, management's estimates of the
outcome of these matters and its experience in contesting, litigating and
settling other matters. Based on evaluation of the Partnership's
litigation matters and discussions with internal and external legal
counsel, management believes that an adverse outcome on one or more of the
matters set forth below, against which no accrual for loss has been made at
December 31, 2009 unless otherwise noted, is reasonably possible but not
probable, and that the outcome with respect to one or more of these
matters, if adverse, is reasonably likely to have a material adverse impact
on the accompanying financial statements of ALP.
The Partnership, the General Partner and certain related parties as
well as other unrelated parties have been named defendants in an action
entitled Rothal v. Arvida/JMB Partners Ltd. et al., Case No. 03-10709
CACE 12, filed in the Circuit Court of the 17th Judicial Circuit in and for
Broward County, Florida. In this suit that was originally filed on or
about June 20, 2003, plaintiffs purport to bring a class action allegedly
arising out of construction defects occurring during the development of
Camellia Island in Weston, which has approximately 150 homes. On May 9,
2005, plaintiffs filed a nine count second amended complaint seeking
unspecified general damages, special damages, statutory damages,
prejudgment and post-judgment interest, costs, attorneys' fees, and such
other relief as the court may deem just and proper. Plaintiffs complain,
among other things, that the homes were not adequately built, that the
homes were not built in conformity with the South Florida Building Code and
plans on file with Broward County, Florida, that the roofs were not
properly attached or were inadequate, that the truss systems and
installation thereof were improper, and that the homes suffer from improper
shutter storm protection systems. Plaintiffs have filed a motion to expand
the class to include other homes in Weston. The motion to expand the class
has not yet been heard. The Arvida defendants intend to oppose the motion.
The case went to mediation on March 11, 2010. The case did not settle.
The matter is currently scheduled for a hearing on a motion to certify the
class on April 13, 2010. The Arvida defendants have filed their answer to
the amended complaint. The Arvida defendants believe that they have
meritorious defenses and intend to vigorously defend themselves. The
Partnership is not able to determine what, if any, loss exposure that it
may have for this matter. This case has been tendered to one of the
Partnership's insurance carriers, Zurich American Insurance Company
(together with its affiliates collectively, "Zurich"), for defense and
indemnity. Zurich is providing a defense of this matter under a purported
reservation of rights. The Partnership has also engaged other counsel in
connection with this lawsuit. The ultimate legal and financial liability
of the Partnership, if any, in this matter cannot be estimated with
certainty at this time. The Partnership is unable to determine the
ultimate portion of the expenses, fees and damages, if any, which will be
covered by its insurance.
The Partnership was named a defendant in a purported class action
entitled Osnovsky, individually and on behalf of others similarly situated,
v. Arvida Company, Arvida/JMB Partners, and Arvida Realty Co., Inc., Case
No. 05015925, filed on November 7, 2005, in the Circuit Court of the 17th
Judicial Circuit in and for Broward County, Florida. On February 8, 2008,
the court entered an order dismissing the case with prejudice, each party
to bear its own fees and costs. The Partnership paid no money.
The following lawsuits in large part allegedly arise out of
landscaping issues at certain subdivisions in the Weston Community. These
lawsuits are collectively referred to as the "landscape cases." In
addition to the following landscaping cases, the General Partner has
received letters from other homeowners' associations in the Weston
Community complaining about their landscaping. These associations have not
filed suit.
A case, The Ridges Maintenance Association, Inc. v. Arvida/JMB
Partners, et al., Case No. 03-10189 (05) (the "Ridges Case"), was filed on
or about June 6, 2003 in the Circuit Court of the 17th Judicial Circuit in
and for Broward County, Florida. The defendants in this action include
Arvida/JMB Partners, Arvida/JMB Managers, Inc., Arvida Management Limited
Partnership, CCL Consultants, Inc. ("CCL"), Bamboo Hammock Nursery, Inc.
("Bamboo Hammock"), and Lagasse Pool Construction, Co. ("Lagasse").
Plaintiff is alleged to be a homeowners' association representing the
owners of approximately 1,500 homes and extensive common areas in the
Ridges subdivision in Weston. In the seven-count amended complaint that
was filed on September 16, 2005, plaintiff seeks unspecified compensatory
damages, prejudgment interest, court costs and such other and further
relief as the court might deem just and proper. In Count I, plaintiff
seeks damages from the Arvida defendants for alleged negligent design,
construction and/or maintenance of the landscaping and common elements that
allegedly resulted in defects of the landscaping, sidewalks, irrigation
systems, and community pool. With respect to the landscaping claims, the
plaintiff claims that it evaluated the condition of the common areas after
the turnover of the community in January 2000 and alleges that it
discovered numerous construction, design and maintenance defects and
deficiencies including, but not limited to, improper planting of inferior
quality/grade of landscaping contrary to controlling government codes,
shallow planting of landscaping, landscape planting in inappropriate areas,
and the planting of landscaping that would uproot sidewalks. In Count II,
plaintiff seeks damages from CCL, the alleged civil engineer for the
community, in connection with the alleged negligent design, construction or
maintenance of the common areas and elements. In Count III, plaintiff
seeks damages from Bamboo Hammock, the alleged landscape engineer,
architect, supplier, installer and/or designer, in connection with alleged
defects in the landscaping resulting in damage to, among other things, the
landscaping and sidewalks. In Count IV, plaintiff seeks damages from
Lagasse for alleged defects in the community pool. In Count V, plaintiff
seeks damages from Arvida/JMB Partners, a general partnership in which ALP
owns a 99.9% interest, and Arvida/JMB Managers, Inc., the former General
Partner of the Partnership, seeking to hold these entities vicariously
responsible for the acts of CCL, Bamboo Hammock, and/or Lagasse. In
Count VI, plaintiff seeks damages from the Arvida/JMB Partners and
Arvida/JMB Managers, Inc. for various breaches of fiduciary duty. In this
count, plaintiff alleges that prior to the turnover of the community, these
defendants engaged in acts that amounted to a breach of fiduciary duty to
plaintiff in that they, among other things, (i) allegedly improperly
executed an amendment to the declarations of covenant for their sole
benefit and to the financial detriment of the plaintiff; (ii) allegedly
engaged in acts that constituted a conflict of interest; (iii) allegedly
failed to maintain appropriate care, custody and control over the financial
affairs of the homeowners' association by failing to pay for common
expenses; (iv) allegedly improperly transferred funds by and between
plaintiff and a non-party, The Town Foundation, Inc., which transfers
allegedly amounted to a violation of these defendants' obligations to fund
operating deficits and a breach of fiduciary duty; and (v) allegedly
transferred funds by and between various entities under their common
control in violation of Florida statute and their fiduciary duty to
plaintiff. Plaintiffs voluntarily withdrew Count VII. The Arvida
defendants filed their answer to the amended complaint denying substantive
liability and raising various defenses. The Arvida defendants believe that
they have meritorious defenses and intend to vigorously defend themselves.
The case went to mediation on March 30, 2009 and again on July 13, 2009.
The case did not settle. Plaintiff filed a motion to add punitive damages
that was denied without prejudice. The case has been transferred to the
complex litigation unit of the Broward County court system. The case is
set to be called for trial sometime during the period of June 28, 2010
through September 24, 2010. The Ridges has been tendered to the carrier
for defense and indemnity and the carrier has issued a purported reserva-
tion of rights letter. The Ridges remains subject to the purported
reservation of rights letter despite the settlement of certain disputes
with the carrier discussed below. The Partnership has engaged additional
counsel with respect to the Ridges litigation. The Partnership is not able
to determine what, if any, loss exposure that it may have for the Ridges,
and the accompanying financial statements do not reflect any accruals
related to this case.
A case entitled The Falls Maintenance Association, Inc. v. Arvida/JMB
Partners, Arvida/JMB Managers, Inc., CCL Consultants, Inc. and Stiles
Corporation f/k/a Stiles Landscape Service Co., Case No. 0302577 (the
"Falls Maintenance Case"), was filed on or about February 10, 2003, in the
17th Judicial Circuit in and for Broward County, Florida. Before the case
was called for trial, the case settled for the payment of $75,000 to the
plaintiff homeowners' association plus legal fees and specified costs.
Such amounts were paid in the third quarter of 2008.
The Partnership has received from Zurich certain purported
reservation of rights letters in connection with certain of the landscaping
cases. For this and other reasons, on September 26, 2005, Arvida/JMB
Partners, L.P., Arvida/JMB Managers, Inc., and Arvida Management L.P.
(collectively "Arvida") filed a complaint, as amended, for declaratory
relief and damages against Zurich American Insurance Co., individually and
as successor to Zurich Insurance co. (collectively "Zurich"), Case No.
0514346 in the Circuit Court of the 17th Judicial Circuit in and for
Broward County, Florida. In this complaint, Arvida sought, among other
things, a declaration of its rights under its policies, attorney fees and
costs, and such other relief as the court deems appropriate. On March 11,
2008, Arvida and Zurich entered into an agreement to voluntarily dismiss
the pending action pending further discussions about the potential
settlement of disputes regarding insurance coverage for the landscaping
cases. Pursuant to the parties' agreement, the case was voluntarily
dismissed on April 9, 2008. In the third quarter of 2009, ALP entered into
a settlement agreement with Zurich. As a result, the parties have settled
their differences with respect to the carrier's purported reservation of
rights for two prior landscaping cases, the Falls and Weston Lakes matters,
which settled in September 2008 and December 2006, respectively, and the
parties have released each other with respect to any claims arising out of
the defense costs and settlement payments for those matters. Further under
the terms of the settlement, the parties resolved their differences with
respect to certain claims under agreements governing, among other things,
deductibles for a payment of $800,000. This payment was made in July 2009.
Further, Zurich paid ALP approximately $436,000 for the defense of the
Rothal case through September 30, 2009 and paid certain amounts to ALP's
outside counsel for the defense of the Falls litigation. In September 2009,
ALP was refunded approximately $328,000 from its outside counsel.
Other than as described above, the Partnership is not subject to any
material legal proceedings, other than ordinary routine litigation
incidental to the business of the Partnership.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The principal executive officer and the principal financial officer
of ALP have evaluated the effectiveness of ALP's disclosure controls and
procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of
1934, as amended, (the "Exchange Act") as of the end of the period covered
by this report. Based on such evaluation, the principal executive officer
and the principal financial officer have concluded that ALP's disclosure
controls and procedures were effective.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
ALP's management is responsible for establishing and maintaining
adequate internal control over financial reporting as such term is defined
in Rule 13a-15(f) under the Exchange Act. Under the supervision and with
the participation of management including the principal executive officer
and the principal financial officer management conducted an evaluation of
the effectiveness of internal control over financial reporting based on the
framework in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can only provide reasonable assurances
with respect to financial statement preparation and presentation.
Based on ALP's evaluation under the framework in Internal Control -
Integrated Framework, management concluded that its internal control over
financial reporting was effective as of December 31, 2009.
ITEM 9B. OTHER INFORMATION
Not applicable.
PART III
ITEM 10. DIRECTOR AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Administrator of the Trust is Arvida Company, an Illinois
corporation, an affiliate of JMB Realty Corporation, a Delaware corporation
("JMB") that is in the business of real estate investment. Substantially
all of the outstanding shares of stock of Arvida Company are owned by
certain of JMB's past and present officers and directors, members of their
families and their affiliates. The Administrator has responsibility for
all aspects of ALP's liquidations. Certain relationships of the Trust to
the Administrator and its affiliates are described under the captions
"Determinations by the Administrator," "Relationships of Affiliates to
Liquidating Trust," "Remuneration of JMB, Arvida and Affiliates" and
"Fiduciary Responsibility of the Administrator" in the section "Conflicts
of Interest" at pages 21 and 23-24 of the Prospectus of the Partnership,
dated September 16, 1987 and updated with the Liquidating Trust Agreement
of ALP Liquidating Trust.
ALP is subject to certain conflicts of interest arising out of its
relationships with the Administrator and affiliates. Various services have
been and, to some extent, will continue to be provided to ALP by the
Administrator and affiliates, including insurance brokerage and
administrative services such as legal, accounting and treasury services.
In addition, the timing and amount of cash distributions and cash reserves
and allocations of profits and losses for tax purposes, as well as the
amount of expenses charged to ALP for services, are or may be affected by
determinations made by the Administrator. Because the Administrator and/or
its affiliates have interests in the cash distributions and the profits or
losses for tax purposes of ALP or in the amount of payments or
reimbursements made for services rendered to ALP, the Administrator has a
conflict of interest in making the determinations affecting these matters.
The director and executive officers of the Administrator of ALP are as
follows:
SERVED IN
NAME OFFICE OFFICE SINCE
---- ------ ------------
Gary Nickele Director and President 2005
Gailen J. Hull Vice President and
Chief Financial Officer 2005
There is no family relationship among the foregoing director or
officer. Mr. Nickele has been elected to serve a one-year term as director
at the annual meeting of the Administrator held on August 11, 2009. Both
of the foregoing officers have been elected to serve one-year terms. There
are no arrangements or understandings between or among any of said director
or officers and any other person pursuant to which the director or any
officer was selected as such.
The foregoing director and officers are also officers of JMB. The
foregoing director and officer are also officers and/or directors of
various affiliated companies of JMB.
The business experience during the past five years of the director and
officer of the Administrator of ALP includes the following:
Gailen J. Hull (age 61), in addition to being a Vice President of the
Administrator, has acted as the Chief Financial Officer of the Partnership
since August 2002. He is also a Senior Vice President and, since August
2002, Chief Financial Officer of JMB and an officer of various JMB
affiliates. Mr. Hull has been associated with JMB since March, 1982. He
holds a Masters degree in Business Administration from Northern Illinois
University and is a Certified Public Accountant.
Gary Nickele (age 57) is Executive Vice President and General Counsel
of JMB and an officer and/or director of various JMB affiliates. Prior to
becoming President of the Administrator, in May 2004, Mr. Nickele had been
a Vice President of that corporation since June 1987. He has been
associated with JMB since February, 1984. He holds a J.D. degree from the
University of Michigan Law School and is a member of the Bar of the State
of Illinois.
ALP is organized under the laws of the State of Delaware, and the
rights of its trustees are governed by Liquidating Trust Agreement and
Chapter 38 of Title 12 of the Delaware Code, 12 Del. c 8 3Ed, et. seq., as
amended from time to time (as so amended, the "Trust Act"). Moreover, the
beneficial interest units are not publicly traded. In view of these facts,
as well as the limited business activity of ALP, the Administrator has
determined that it is not necessary for ALP to have a separately designated
audit committee, compensation committee, an "audit committee financial
expert" or a "code of ethics" as those terms are defined in the rules and
regulations of the Securities and Exchange Commission.
ITEM 11. EXECUTIVE COMPENSATION
The officers and the director of the Administrator receive no direct
remuneration in such capacities from ALP. The Administrator and the
trustees are entitled to receive a share of cash distributions, when and as
cash distributions are made. The Administrator, and its affiliates
received no cash distributions in 2009 and 2008. Pursuant to the ALP
Liquidating Trust Agreement, the Administrator and its affiliates were
allocated net loss for Federal income tax purposes for 2009 and 2008 of
approximately $240,000 and $265,000, respectively.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED SECURITY HOLDER MATTERS
(a) The following have reported beneficial ownership of more than 5%
of the outstanding Beneficial Interest Units of ALP.
NAME AND ADDRESS AMOUNT AND NATURE
OF BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
-------------- ---------------- ----------------- --------
Beneficial The St. Joe Company 106,200.4399 23.9%
Interest Units Units (1)
Beneficial Alfred I. duPont 106,200.4399 23.9%
Interest Units Testamentary Trust Units (2)
Beneficial The Nemours 106,200.4399 23.9%
Interest Units Foundation Units (2)
Beneficial Winfred L. Thornton 106,200.4399 23.9%
Interest Units Units (2)
Beneficial William T. 106,200.4399 23.9%
Interest Units Thompson III Units (2)
Beneficial Hugh M. Durden 106,200.4399 23.9%
Interest Units Units (2)
Beneficial John F. Porter III 106,200.4399 23.9%
Interest Units Units (2)
Beneficial Herbert H. Peyton 106,200.4399 23.9%
Interest Units Units (2)
(1) Reflects beneficial ownership of beneficial interest units held
directly by The St. Joe Company. The address for The St. Joe Company
is 245 Riverside Drive, Suite 500, Jacksonville, Florida 32202.
Wholly owned subsidiaries of The St. Joe Company are the partners,
and collectively own all of ALP's beneficial interest units, in
Towns & Resorts LP.
(2) Reflects indirect beneficial ownership of beneficial interest units
held directly by The St. Joe Company. Messrs. Thornton, Thompson,
Durden, Porter and Peyton are trustees and directors of the Alfred I.
duPont Testamentary Trust (the "Testamentary Trust") and The Nemours
Foundation (the "Foundation"), respectively. As a result of the
Testamentary Trust's and the Foundation's respective direct and
beneficial ownerships of outstanding shares of common stock of The
St. Joe Company, the Testamentary Trust, Foundation and Messrs.
Thornton, Thompson, Durden, Porter and Peyton are or may be deemed
to be indirect beneficial owners of 106,200.4399 Interests owned
directly by The St. Joe Company. See note (1) above. The address
for each of the Testamentary Trust, Foundation and Messrs. Thornton,
Thompson, Durden, Porter and Peyton is 4600 Touchton Road, East
Building 200, Suite 500, Jacksonville, Florida 32246.
(b) The Administrator and its executive officers and director
beneficially own the following Interests of ALP:
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
-------------- ---------- ----------------- --------
Beneficial Administrator None --
Interest Units and its executive
officers and
director as
a group
---------------
No executive officer or director of the Administrator of ALP possesses
a right to acquire beneficial interest units of ALP.
(c) There exists no arrangement, known to ALP, the operation of which
may at a subsequent date result in a change in control of ALP.
(d) ALP has no compensation plans or individual compensation
arrangements under which beneficial interest units of ALP are authorized
for issuance to any person.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to the original Partnership Agreement and subsequent
Liquidating Trust Agreement, ALP is permitted to engage in various
transactions involving the Administrator and their respective affiliates.
Such transactions involve conflicts of interest for the Administrator or
its affiliates. Certain relationships of the Administrator (and its
director and executive officer) and its affiliates to ALP are set forth
above in Item 10.
JMB Insurance Agency, Inc., an affiliate of the Administrator, earned
and received insurance brokerage commissions in 2009 and 2008 of
approximately $235 and $353 in connection with providing insurance coverage
for certain of ALP, all of which was paid as of December 31, 2009. Such
commissions are at rates set by insurance companies for the classes of
coverage provided.
The Administrator of ALP or its affiliates are entitled to
reimbursement for their direct expenses or out-of-pocket expenses relating
to the administration of ALP and the management of ALP assets. In 2009,
the Administrator and its affiliates were entitled to reimbursements for
legal, accounting and treasury services. Such costs for 2009 and 2008 were
approximately $431,000 and $460,000, respectively, of which approximately
$83,000 were unpaid as of December 31, 2009.
Amounts payable to or by the Administrator or its affiliates do not
bear interest and are expected to be paid in future periods.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
McGladrey & Pullen, LLP (M&P) audited the accompanying consolidated
financial statements for the years ended December 31, 2009 and 2008. The
fees billed by M&P for the years ended December 31, 2009, 2008 and 2007 are
as follows:
(1) AUDIT FEES
The aggregate fees billed for the years ended December 31, 2009, 2008
and 2007 for professional services rendered for the audit of ALP's annual
financial statements and review of the statements in ALP's Form 10-Q
filings were approximately $69,000, $68,000 and $66,000, respectively.
(2) AUDIT RELATED FEES
None
(3) TAX FEES
The aggregate fees billed for the years ended December 31, 2009, 2008
and 2007 for professional services rendered for tax compliance and tax
return preparation were approximately $20,000, $29,000 and $28,000,
respectively.
(4) ALL OTHER FEES
None
ALP has not adopted any pre-approval policies and procedures for its
audit, audit related and permitted non-audit services. All such services
are approved by the sole director of the Administrator before the services
are rendered.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements. (See Index to Financial
Statements filed with this annual report on Form 10-K).
2. Exhibits.
3.1 Amended and Restated Agreement of Limited
Partnership.*
3.2 Acknowledgment and Amendment of Partnership
Agreement.*
3.3 Amendment to the Amended and Restated
Agreement of Limited Partnership, effective
October 29, 2002, is incorporated herein by
reference to Exhibit 3.3 to the Partnership's
Report for the year ended December 31, 2002 on
Form 10-K (File No. 0-16976) dated March 24,
2003.
3.4 Assignment Agreement by and among the General
Partner, the Initial Limited Partner and the
Partnership.*
4.1 Liquidating Trust Agreement of ALP Liquidating
Trust, dated as of September 30, 2005, by and
among, Arvida/JMB Partners, L.P., Arvida
Company, as Administrator, and Wilmington
Trust Company, as Resident Trustee.
10.1 Agreement between the Partnership and The Walt
Disney Company dated January 29, 1987 is
incorporated herein by reference to Exhibit
10.1 to the Partnership's Report for the year
ended December 31, 2002 on Form 10-K (File No.
0-16976) dated March 24, 2003.
10.2 Letter Agreement, dated as of September 10,
1987, between the Partnership and The Walt
Disney Company, is incorporated herein by
reference to Exhibit 10.2 to the Partnership's
Report for the year ended December 31, 2002 on
Form 10-K (File No. 0-16976) dated March 24,
2003.
10.3 Management, Advisory and Supervisory
Agreement, including the License Agreement for
the use of the Arvida name as exhibit A
thereto, is incorporated herein by reference
to Exhibit 10.3 to the Partnership's Report
for the year ended December 31, 2002 on Form
10-K (File No. 0-16976) dated March 24, 2003.
10.4 Fourth Amended and Restated Agreement of
Partnership of Arvida/JMB Partners, together
with Amendment No. 1 thereto, is incorporated
herein by reference to Exhibit 10.4 to the
Partnership's Report for the year ended
December 31, 2002 on Form 10-K (File No.
0-16976) dated March 24, 2003.
10.5 Information Systems Sharing Agreement dated
November 6, 1997 between Arvida/JMB Partners,
L.P. and Arvida Company is hereby incorporated
herein by reference to Exhibit 10.15 to the
Partnership's Report for the year ended
December 31, 1997 on Form 10-K (File No.
0-16976) dated March 25, 1998.
31.1 Certification of Principal Executive Officer
Pursuant to Rule 13a-14(a)/Rule 15d-14(a) of
the Securities Exchange Act of 1934 is filed
herewith.
31.2 Certification of Principal Financial Officer
Pursuant to Rule 13a-14(a)/Rule 15d-14(a) of
the Securities Exchange Act of 1934 is filed
herewith.
32. Certifications of Chief Executive Officer and
Chief Financial Officer Pursuant to 18 U.S.C.
Section 1850, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 are
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 were filed since the beginning of the
last quarter of the period covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
ALP LIQUIDATING TRUST
BY: Arvida Company
as Administrator
GAILEN J. HULL
By: Gailen J. Hull
Vice President
Date: March 26, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
GAILEN J. HULL
By: Gailen J. Hull, Vice President
Principal Accounting Officer
and Principal Financial Officer
Date: March 26, 2010
GARY NICKELE
By: Gary Nickele, President and Sole Director
Principal Executive Officer
Date: March 26, 2010
ALP LIQUIDATING TRUST
EXHIBIT INDEX
DOCUMENT SEQUENTIALLY
EXHIBIT INCORPORATED NUMBERED
NO. EXHIBIT BY REFERENCE PAGE
------- ------- ------------ ------------
3.1. Amended and Restated Agreement
of Limited Partnership. Yes
3.2 Acknowledgment and Amendment of
Partnership Agreement. Yes
3.3 Amendment to the Amended and
Restated Agreement of Limited
Partnership, effective October 29,
2002. Yes
3.4. Assignment Agreement by and
among the General Partner, the
Initial Limited Partner and the
Partnership. Yes
4.1 Liquidating Trust Agreement of
ALP Liquidating Trust, dated as of
September 30, 2005, by and among,
Arvida/JMB Partners, L.P., Arvida
Company, as Administrator, and
Wilmington Trust Company,
as Resident Trustee. Yes
10.1 Agreement between the Partnership
and The Walt Disney Company dated
January 29, 1987 Yes
10.2 Letter Agreement, dated as of
September 10, 1987, between the
Partnership and The Walt Disney
Company Yes
10.3 Management, Advisory and Supervisory
Agreement, including the License
Agreement for the use of the Arvida
name as exhibit A thereto Yes
10.4 Fourth Amended and Restated Agreement
of Partnership of Arvida/JMB Partners,
together with Amendment No. 1 thereto Yes
10.5 Information Systems Sharing Agreement
dated November 6, 1997 between
Arvida/JMB Partners, L.P. and Arvida
Company Yes
DOCUMENT SEQUENTIALLY
EXHIBIT INCORPORATED NUMBERED
NO. EXHIBIT BY REFERENCE PAGE
------- ------- ------------ ------------
31.1 Certification of Principal
Executive Officer pursuant to
Rule 13a-14(a)/Rule 15d-14(a)
of the Securities Exchange Act,
as amended. No
31.2 Certification of Principal
Financial Officer pursuant to
Rule 13a-14(a)/Rule 15d-14(a)
of the Securities Exchange Act,
as amended. No
32. Certifications of Chief Executive
Officer and Chief Financial
Officer Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley
Act of 2002. N
