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Commission File Number
SECURITIES AND EXCHANGE COMMISSION 1-8967
Washington, D.C. 20549 -------
Cusip Number
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [X]Form 10-K [ ]Form 11-K [ ]Form 20-F [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: 12/31/96
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in the form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Atlantic Gulf Communities Corporation
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Full Name of Registrant
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Former Name if Applicable
2601 South Bayshore Drive
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Address of Principal Executive Office (STREET AND NUMBER)
Miami, Florida 33133
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City, State and Zip Code
PART II
RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check appropriate box)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
thereof will be filed on or before the 15th calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 20-F,
10-Q, N-SAR, or the transition report or portion thereof could not be filed
with the prescribed time period. (Attach Extra Sheets if Needed)
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas W. Jeffrey 305 859-4398
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such reports been
filed? If answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made:
Financial results already publicly released. Press release attached.
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Atlantic Gulf Communities Corporation
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
/s/ Thomas W. Jeffrey
Thomas W. Jeffrey
Date 4/1/97 By Executive Vice President & CFO
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INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
persons signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTION
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549 in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter
of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amendment notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T.
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PART III
NARRATIVE
The Company determined that its Form 10-K for the fiscal year ended
December 31, 1996 could not be filed within the prescribed time because it
expects to obtain, but has not yet obtained, certain amendments to its existing
senior secured loan agreements which would be disclosable in such Form 10-K.
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[ATLANTIC GULF COMMUNITIES LETTERHEAD]
FOR IMMEDIATE RELEASE
DATE: MARCH 10, 1997
CONTACT: HARRY ROSE
TELEPHONE: 305-859-4376
INTERNET ADDRESS: http://www.atlanticgulf.com
ATLANTIC GULF COMMUNITIES CORPORATION REPORTS 1996 RESULTS
Miami, FL, March 10, 1997 -- Atlantic Gulf Communities Corporation
(NASDAQ-AGLF) announced today that it recorded a net income of $1,181,000, or
$.12 per share for the year ended December 31, 1996, compared to a loss of
$20,596,000 or $2.12 per share for the year ended December 31, 1995.
The Company recorded total revenues of $165,287,000 for 1996, an increase of
46% over 1995 revenues of $113,352,000. Real estate revenues were up 54% at
$127,565,000 for 1996, compared to $82,903,000 in 1995. The Company also
reported other income of $18,597,000 which consisted primarily of a one time
gain on the recovery of certain excess trust funds, and the gain on the sale of
the Port St. Lucie utility.
In the fourth quarter of 1996, Atlantic Gulf Communities had a net loss of
$727,000 or $.07 per share, compared to a net loss of $6,183,000 or $.63 per
share in the fourth quarter of 1995.
J. Larry Rutherford, President and Chief Executive Officer of Atlantic Gulf
said, "1996 was a very significant year in the history of this Company. Along
with recording a profit and reporting record revenues, we stepped up the pace
of predecessor asset sales, significantly reduced corporate debt and expanded
our core business of providing finished homesites to builders in Florida's
primary markets."
Mr. Rutherford further noted, "Additionally, we have expanded to markets outside
of Florida for the first time, and the proposed strategic partnership with
Apollo Real Estate will be submitted to our shareholders for approval at the
annual meeting in May. I am very excited about the Company's prospects for 1997
and beyond."
Atlantic Gulf Communities Corporation, with assets of approximately $260
million, is one of Florida's largest real estate developers. The company
develops finished residential lots for
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builders in many of Florida's most active markets including South Florida,
Tampa, Orlando, Ft. Myers and Jacksonville, as well as one project in
Raleigh-Durham, North Carolina. In addition, the Company owns 30,000 acres and
20,000 developed homesites in other parts of Florida and in the Cumberland
Plateau area of Tennessee. Headquartered in Miami, the Company is a proven
leader in professional development services, and is known for its leadership
role in environmental quality.
Tables Follow
ATLANTIC GULF COMMUNITIES CORPORATION.
RESULTS OF OPERATIONS
FOR THE PERIOD ENDED DECEMBER 31, 1996
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
FOR THREE MONTHS ENDED DECEMBER 31,
1996 1995
(unaudited) (unaudited)
<S> <C> <C>
Revenue $ 63,125 $ 50,404
Net Income (loss) $ (727) $ (6,183)
Net Income (loss) per share $ (0.07) $ (0.63)
Weighted average
Common Shares outstanding 9,710 9,768
FOR TWELVE MONTHS ENDED DECEMBER 31,
1996 1995
(unaudited) (unaudited)
Revenue $ 165,287 $ 113,352
Net Income (loss) $ 1,181 $ (20,596)
Net Income (loss) per share $ .12 $ (2.12)
Weighted average
Common Shares outstanding 9,709 9,708
</TABLE>
