AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1997
Registration No. 333-33307
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3/A
AMENDMENT NO. 3 TO
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ATLANTIC GULF COMMUNITIES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
2601 South Bayshore Drive
Miami, Florida 33133-5461
(305) 859-4000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
59-0720444
(I.R.S. Employer Identification No.)
Thomas W. Jeffrey
Executive Vice President
2601 South Bayshore Drive
Miami, Florida 33133-5461
(305) 859-4000
(Name, address, including zip code and telephone number including area
code, of agent for service)
The Commission is requested to send copies of all communications to:
Carter Strong, Esq.
Arent Fox Kintner Plotkin & Kahn
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036-5339
(202) 857-6252
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended ("Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [ X ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
The registrant hereby amends the registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Miami, State of Florida, on this 17th day of October, 1997.
ATLANTIC GULF COMMUNITIES CORPORATION
By: /s/ Thomas W. Jeffrey, Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment has
been signed by the following persons in the capacities and on October 17, 1997:
Signatures Title
Chairman of the Board,
*/s/ J. Larry Rutherford President and Chief
Executive Officer,
Director
Executive Vice
/s/ Thomas W. Jeffrey President and Chief
Financial Officer
Vice President and
*/s/ Callis N. Carleton Controller (Principal
Accounting Officer)
Lee Niebart Director
Ricardo Koenigsberger Director
*/s/ Gerald N. Agranoff Director
James M. DeFrancia Director
*/s/ Charles K. MacDonald Director
*/s/ W. Edward Scheetz Director
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*pursuant to power of attorney
/s/ Thomas W. Jeffrey
<PAGE>
EXHIBIT INDEX
4 (a) Amended and Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 4(a) to the Registrant's Registration
Statement on Form S-3 filed on July 23, 1997 (File No. 333-31939).
(b) Restated Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992).
(c) Statements of Preferences and Rights establishing Series A Preferred Stock
and Series B Preferred Stock (included in Exhibit 4(a)).
*5 Opinion of Arent Fox Kintner Plotkin & Kahn concerning legality of securities
being registered.
10(a) Investment Agreement (Exhibit EX-1 to the Company's Current Report on Form
8-K filed February 18, 1997), as amended and restated as of May 15, 1997
(Exhibit EX-1 to the Company's Current Report on Form 8-K filed June 5, 1997).
(b) Secured Agreement (Exhibit EX-6 to the Company's Current Report on Form
8-K filed February 18, 1997), as amended and restated as of May 15, 1997.
23 Consents of experts and counsel:
*(a) Arent Fox Kintner Plotkin & Kahn (included in Exhibit 5).
(b) Ernst & Young LLP.
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*previously filed
EXHIBIT 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 3 to the Registration Statement (Form S-3 No. 333-33307) and related
Prospectus of Atlantic Gulf Communities Corporation for the registration of
1,000,000 shares of Series B Redeemable Preferred Stock, 1,776,199 shares of the
Company's common stock and 3,739,130 shares of the Company's common stock
issuable upon the conversion of Series B Redeemable Preferred Stock and exercise
of Series B Warrants, and to the incorporation by reference therein of our
report dated February 27, 1997, with respect to the consolidated financial
statements and schedule of Atlantic Gulf Communities Corporation included in its
Annual Report (Form 10-K/A) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
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Ernst & Young LLP
Miami Florida
October 16, 1997
