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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ATLANTIC GULF COMMUNITIES CORP.
(Name of Issuer)
Common Stock, $.10 Par Value
(Title of Class of Securities)
36949700
(CUSIP Number)
Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C.,
551 Fifth Avenue, 18th Floor, New York, New York 10176, Tel:
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 24, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the
statement X. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
Continued on the Following Pages)
Page 1 of 12 Pages<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elliott Associates, L.P., a Delaware Limited
Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
2,378,573
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,378,573
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,378,573
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.79%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westgate International, L.P., a Cayman Islands
Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
537,390
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
537,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
537,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.02%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martley International, Inc., a Delaware
corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
537,390
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
537,390
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
537,390
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.02%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
ITEM 1.Security and Issuer
This statement relates to the Common Stock, $.10
par value (the "Common Stock"), of Atlantic Gulf Communities
Corporation (the "Issuer"). The Issuer's principal executive
office is located at 2601 South Bayshore Drive, Miami, Florida
33133-5461.
ITEM 2. Identity and Background
(a)-(c) The names of the persons filing this
statement on Schedule 13D are: Elliott Associates, L.P., a
Delaware limited partnership, and its wholly-owned
subsidiaries ("Elliott"), Westgate International, L.P., a
Cayman Islands limited partnership ("Westgate"), and Martley
International, Inc., a Delaware corporation ("Martley"). Paul
E. Singer ("Singer") and Braxton Associates, L.P., a Delaware
limited partnership ("Braxton LP"), which is controlled by
Singer, are the general partners of Elliott. Hambledon, Inc.,
a Cayman Islands corporation ("Hambledon"), is the sole
general partner of Westgate. Martley is the investment
manager for Westgate. Martley expressly disclaims equitable
ownership of and pecuniary interest in any Common Stock.
ELLIOTT
The business address of Elliott is 712 Fifth
Avenue, 36th Floor, New York, New York 10019.
The principal business of Elliott is to purchase,
sell, trade and invest in securities.
SINGER
Singer's business address is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
Singer's principal occupation or employment is
that of serving as general partner of Elliott and
Braxton LP and president of Martley.
BRAXTON LP
The business address of Braxton LP is 712 Fifth
Avenue, 36th Floor, New York, New York 10019.
The principal business of Braxton LP is the
furnishing of investment advisory services.
The names, business addresses, and present
principal occupation or employment of the general
partners of Braxton LP are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue
36th Floor
New York, New York 10019General partner
of Elliott and
Braxton LP and
President of
Martley
Braxton Associates,712 Fifth Avenue
Inc. 36th Floor
New York, New York 10019The principal
business of
Braxton
Associates,
Inc. is serving
as general
partner of
Braxton LP
The name, business address, and present
principal occupation or employment of each director
and executive officer of Braxton Associates, Inc.
are as follows:
NAME<PAGE>
ADDRESS OCCUPATION Paul E.
Singer<PAGE>
712 Fifth Avenue
36th Floor
New York, New York
10019
<PAGE>
General partner of
Elliott and
Braxton LP and
President of
MartleyWESTGATE
The business address of Westgate is Westgate
International, L.P., c/o Midland Bank Trust Corporation
(Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman,
Cayman Islands, British West Indies.
The principal business of Westgate is to purchase,
sell, trade and invest in securities.
The name, business address, and present principal
occupation or employment of the general partner of Westgate
are as follows:
NAME: Hambledon, Inc.
ADDRESS:Hambledon, Inc.
c/o Midland Bank Trust Corporation (Cayman) Limited
P.O. Box 1109
Mary Street
Grand Cayman
Cayman Islands
British West Indies
OCCUPATION: The principal business of Hambledon is serving
as general partner of Westgate.
HAMBLEDON, INC.
The name, business address, and present principal
occupation or employment of each director and executive
officer of Hambledon are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of
36th Floor Elliott and
New York, NY 10019 Braxton LP and
President of
Martley
MARTLEY INTERNATIONAL, INC.
The business address of Martley is 712 Fifth
Avenue, 36th Floor, New York, New York 10019.
The principal business of Martley is to act as
investment manager for Westgate.
The name, business address, and present principal
occupation or employment of each director and executive
officer of Martley are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of
36th Floor Elliott and Braxton
New York, NY 10019 LP and President
of Martley
(d) and (e) During the last five years, none of
the persons or entities above has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
(f) All of the natural persons listed above are
citizens of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by Elliott in
making purchases of the Common Stock beneficially owned by it
are set forth below.
SOURCE OF FUNDS AMOUNT OF FUNDS
Margin accounts maintained at Merrill$8,786,131.59
Lynch, Pierce, Fenner and Smith Inc.,
Goldman Sachs & Co. and Bear Stearns
The source and amount of funds used by Westgate in
making purchases of the Common Stock beneficially owned by it
are set forth below.
SOURCE OF FUNDS AMOUNT OF FUNDS
Margin accounts maintained at Merrill$2,150,800
Lynch, Pierce, Fenner and Smith Inc.
ITEM 4. Purpose of Transaction
Each of Elliott and Westgate acquired the Common
Stock beneficially owned by it in the ordinary course of its
trade or business of purchasing, selling, trading and
investing in securities. Martley has acted as investment
manager with respect to Westgate's acquisition of beneficial
ownership of Common Stock.
Depending upon market conditions and other factors
that it may deem material, each of Elliott and Westgate may
purchase additional Common Stock or related securities or may
dispose of all or a portion of the Common Stock or related
securities that it now beneficially owns or may hereafter
acquire.
Except as set forth herein, none of Elliott,
Westgate or Martley has any plans or proposals which relate to
or would result in any of the actions set forth in
subparagraphs (a) through (j) of Item 4.
ITEM 5. Interest in Securities of the Issuer
(a) Elliott owns 886,399 shares of Common Stock,
375,000 shares of 20% Cumulative Redeemable Convertible
Preferred Stock of the Issuer ("Preferred Stock")(convertible
into 652,174 shares of Common Stock) and Class A Warrants,
Class B Warrants and Class C Warrants (collectively,
"Warrants") exercisable into 840,000 shares of Common Stock.
The total of 2,378,573 shares of Common Stock benefically
owned by Elliott constitutes 17.79% of the outstanding shares
of Common Stock.
Westgate beneficially owns 160,000 shares of Common
Stock, 125,000 shares of Preferred Stock (convertible into
217,391 shares of Common Stock) and Warrants exercisable into
159,999 shares of Common Stock, constituting 4.02% of the
outstanding shares of Common Stock.
Elliott and Westgate together beneficially own
2,915,963 shares of Common Stock, constituting 21.81% of all
outstanding shares of Common Stock.
(b) Elliott has the power to vote or direct the
vote of, and to dispose or direct the disposition of, the
Common Stock beneficially owned by it.
Westgate has the shared power with Martley to vote
or direct the vote of, and to dispose or direct the
disposition of, the Common Stock owned by Westgate.
Information regarding each of Westgate and Martley for the
purposes of subparagraph (b) of this Item 5 is set forth in
Item 2 above and expressly incorporated by reference herein.
(c) The following transactions were effected by
Elliott during the past sixty (60) days:
Approximate
Amount of Shares Price per Share
Date Security Bought (Sold) (exclusive of commissions)
5/16/97 Common Stock 2,500 $ 5.625
5/30/97 Common Stock (43,300) $ 5.625
6/2/97 Common Stock (60,000) $ 5.625
6/2/97 Common Stock 40,000 $ 5.6875
6/3/97 Common Stock (55,000) $ 5.625
6/3/97 Common Stock 75,000 $ 5.5625
6/23/97 Common Stock 18,900 $ 7.00
6/23/97 Common Stock 19,900 $ 6.5741
6/23/97 Common Stock 2,000 $ 6.5925
6/24/97 Common Stock 728,099 $ 5.63
6/24/97 Series B 375,000 $ 9.8656
Preferred Stock
6/24/97 Class A Warrants280,000 $ 0.06
6/24/97 Class B Warrants280,000 $ 0.06
6/24/97 Class C Warrants280,000 $ 0.06
All transactions in Common Stock were effected by
Elliott on NASDAQ or in other over-the-counter transactions in
New York, except that all purchases of all securities on June
24, 1997 were effected by Elliott in a private placement by
the Issuer.
The following transactions were effected by
Westgate during the past sixty (60) days:
Approximate
Amount of Shares Price per Share
Date Security Bought (Sold) (exclusive of commissions)
5/16/97 Common Stock 2,500 $ 5.625
5/30/97 Common Stock (43,300) $ 5.625
6/2/97 Common Stock 60,000 $ 5.625
6/2/97 Common Stock (40,000) $ 5.6875
6/3/97 Common Stock 55,000 $ 5.625
6/3/97 Common Stock (75,000) $ 5.5625
6/4/97 Common Stock 2,500 $ 5.625
6/19/97 Common Stock 120,000 $ --
6/19/97 Common Stock (120,000) $ --
6/23/97 Common Stock 17,000 $ 6.5625
6/23/97 Common Stock 5,000 $ 6.625
6/23/97 Common Stock 16,300 $ 6.5741
6/24/97 Common Stock 160,000 $ 5.63
6/24/97 Series B 125,000 $ 9.9233
Preferred Stock
6/24/97 Class A Warrants 53,333 $ 0.06
6/24/97 Class B Warrants 53,333 $ 0.06
6/24/97 Class C Warrants 53,333 $ 0.06
All transactions in Common Stock were effected by
Westgate on NASDAQ or in other over-the-counter transactions
in New York, except that all purchases of all securities on
June 24, 1997 were effected by Westgate in a private placement
by the Issuer.
(d) No person other than Elliott has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock
beneficially owned by Elliott.
No person other than Westgate has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock
beneficially owned by Westgate and Martley.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer
Each of Elliott and Westgate is a party to a
Securities Purchase Agreement with the Issuer, dated June 24,
1997, which provides for, inter alia, registration rights with
respect to its shares of Common Stock, Preferred Stock and
Warrants acquired on that date and the shares of Common Stock
into which such Preferred Stock and Warrants are convertible
or exchangeable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned each certifies that the
information with respect to it set forth in this statement is
true, complete, and correct.
Dated: ELLIOTT ASSOCIATES, L.P.
July 1, 1997
By:/s/ Paul E. Singer
Paul E. Singer
General Partner
WESTGATE INTERNATIONAL, L.P.
By: Martley International, Inc., as
Investment Manager
By:/s/ Paul E. Singer
Paul E. Singer
President
MARTLEY INTERNATIONAL, INC.
By:/s/ Paul E. Singer
Paul E. Singer
President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on
Schedule 13D with respect to the Common Stock of Atlantic Gulf
Communities Corp., dated July 1, 1997, is, and any further
amendments thereto signed by each of the undersigned shall be,
filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-2(f) under the
Securities Exchange Act of 1934, as amended.
Dated as of: July 1, 1997
ELLIOTT ASSOCIATES, L.P. WESTGATE INTERNATIONAL, L.P.
By:/s/ Paul E. Singer By: Martley International,
Paul E. Singer Inc.,
General Partner as Investment Manager
By:/s/ Paul E. Singer
Paul E. Singer
President
MARTLEY INTERNATIONAL, INC.
By:/s/ Paul E. Singer
Paul E. Singer
President
