SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR THE REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
ATLANTIC GULF COMMUNITIES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 52-2023491
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2601 South Bayshore Drive
Miami, Florida 33133-5461
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Series B 20% Cumulative Redeemable Convertible Preferred Stock
Series B Warrants Class A
Series B Warrants Class B
Series B Warrants Class C
Rights
(TITLES OF CLASSES)
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Item 1. Description of Registrant's Securities to be Registered.
The descriptions of Registrant's Series B 20% Cumulative Redeemable
Convertible Preferred Stock, Series B Warrants Class A, Series B Warrants Class
B, Series B Warrants Class C, and Rights are contained in Registrant's
Registration Statement on Form S-3 (File No. 333- 31939), which was filed with
the Securities and Exchange Commission on July 23, 1997, as amended (the
"Registration Statement"), under the headings "The Rights Offering" and
"Description of the Units," which descriptions are incorporated herein by
reference.
Item 2. Exhibits.
1. Amended and Restated Certificate of Incorporation of Registrant
(incorporated herein by reference to Exhibit 4(a) to Registrant's
Registration Statement on Form S-3 dated July 23, 1997, as amended
(File No. 333-31939) (the "Registration Statement").
2. Restated Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3(b) to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992).
3. Form of Statements of Preferences and Rights establishing Series A
Preferred Stock and Series B Preferred Stock (included in Exhibit 1).
4. Form of Subscription Agreement between the Company and American Stock
Transfer & Trust Company, Subscription Agent, incorporated by reference
to Exhibit 4(d) to the Registration Statement.
5. Form of Subscription Certificate, incorporated by reference to Exhibit
4(f) to the Registration Statement.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
ATLANTIC GULF COMMUNITIES CORPORATION
Dated: October 15, 1997 By: /s/ THOMAS W. JEFFREY
-------------------------
Thomas W. Jeffrey
Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
1. Amended and Restated Certificate of Incorporation of Registrant
(incorporated herein by reference to Exhibit 4(a) to Registrant's
Registration Statement on Form S-3 dated July 23, 1997, as amended
(File No. 333-31939) (the "Registration Statement").
2. Restated Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3(b) to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992).
3. Form of Statements of Preferences and Rights establishing Series A
Preferred Stock and Series B Preferred Stock (included in Exhibit 1).
4. Form of Subscription Agreement between the Company and American Stock
Transfer & Trust Company, Subscription Agent, incorporated by reference
to Exhibit 4(d) to the Registration Statement.
5. Form of Subscription Certificate, incorporated by reference to Exhibit
4(f) to the Registration Statement.
