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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 30, 1996
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Atlantic Gulf Communities Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-8967 59-0720444
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2601 S. Bayshore Drive, Miami, Florida 33133
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone No., Including Area Code: (305) 859-4000
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Item 5 - Other Events
On September 30, 1996, Atlantic Gulf Communities Corporation (the
"Company") closed on three credit facilities totalling $85 million provided by
Foothill Capital Corporation ("Foothill"), including a two-year extension of the
Company's existing $20 million working capital facility. Certain information
with respect to the structure and terms of these facilities was provided in the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
A portion of the proceeds from these facilities was used to refinance the
approximately $37.8 million of the Company's secured floating rate notes and
to extend their maturity from December 31, 1996 to June 30, 1998. The Company
used additional proceeds, along with cash on hand and the issuance of warrants
to purchase up to 1,500,000 shares of the Company's common stock at $6.50 per
share, to prepay at a discount its $54.9 million of secured cash flow notes due
December 31, 1998. The warrants have a term of ten years from their date of
issuance and, subject to certain events which would accelerate their
exercisability, become exercisable one year after their date of issuance. The
warrants and the common stock issuable upon exercise of the warrants were not
registered under the Securities Act of 1993, as amended, and therefore are not
freely transferable, but the common stock issuable upon the exercise of the
warrants is entitled to certain rights to registration under the Securities Act
and applicable state securities laws.
Under the facilities provided by Foothill, the Company has up to $19
million of additional funds available which may be applied, if necessary, to
the payment of the $41.7 million of the Company's 12% unsecured notes due
December 31, 1996.
The Company's ability to pay on a timely basis its corporate debt will
depend on certain factors beyond its control, including closings on real
property sales, business conditions, general economic conditions, interest
rates and competitive factors. For additional information, see the Company's
Annual Report on Form 10-K for the year ended December 31, 1995 and the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Atlantic Gulf Communities Corporation
Date: October 4, 1996 By: /s/ John H. Fischer
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John H. Fischer
Vice President and Treasurer
