AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1997
REGISTRATION NO. 333-31939
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3/A
AMENDMENT NO. 2 TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ATLANTIC GULF COMMUNITIES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
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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)
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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. [ ]
<PAGE>
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
343, please check the following box. [ ]
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>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.
EXHIBITS:
*4 (a) Amended and Restated Certificate of Incorporation of the
Registrant.
*(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 (File No.
1-8967)).
*(c) Form of Statements of Preferences and Rights establishing
Series A Preferred Stock and Series B Redeemable Preferred
Stock (included in Exhibit 4(a)).
*(d) Form of Subscription Agreement between the Company and
American Stock Transfer & Trust Company, Subscription Agent.
*(e) Form of Letter to Stockholders.
*(f) Form of Subscription Certificate.
*(g) Form of Instructions as to Use of Subscription Certificates.
*(h) Form of Letter to Brokers.
*(i) Form of Letter to Clients.
*(j) Form of Letter to Foreign Stockholders.
*(k) Form of Notice of Guaranteed Delivery.
*(l) Form of Guidelines to Form W-9.
*(m) Form of DTC Participant Oversubscription Exercise Form.
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.
*12 Computation of Ratio of Earnings to Fixed Charges.
23 Consents of experts and counsel:
(a) Arent Fox Kintner Plotkin & Kahn (included in Exhibit 5)
*(b) Ernst & Young
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* Previously filed.
<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 16th day of September, 1997.
ATLANTIC GULF COMMUNITIES CORPORATION
By:/s/ Thomas W. Jeffery
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Thomas W. Jeffrey, Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on September 16th, 1997 by or on behalf
of the following persons in the capacities indicated:
SIGNATURES TITLE
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*--------------------------- Chairman of the Board,
J. Larry Rutherford President and Chief
Executive Officer,
Director
/s/ Thomas W. Jeffrey
- --------------------------- Executive Vice President and Chief
Thomas W. Jeffrey Financial Officer
*--------------------------- Vice President and Controller (Principal
Callis N. Carleton Accounting Officer)
- --------------------------- Director
Lee Neibart
<PAGE>
SIGNATURES TITLE
---------- -----
*--------------------------- Director
Gerald N. Agranoff
*--------------------------- Director
James M. DeFrancia
*--------------------------- Director
Charles K. MacDonald
- ----------
* pursuant to power of attorney
<PAGE>
EXHIBIT INDEX
*4 (a) Amended and Restated Certificate of Incorporation of the
Registrant.
*(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 (File No.
1-8967)).
*(c) Form of Statements of Preferences and Rights establishing
Series A Preferred Stock and Series B Redeemable Preferred
Stock (included in Exhibit 4(a)).
*(d) Form of Subscription Agreement between the Company and
American Stock Transfer & Trust Company, Subscription Agent.
*(e) Form of Letter to Stockholders.
*(f) Form of Subscription Certificate.
*(g) Form of Instructions as to Use of Subscription Certificates.
*(h) Form of Letter to Brokers.
*(i) Form of Letter to Clients.
*(j) Form of Letter to Foreign Stockholders.
*(k) Form of Notice of Guaranteed Delivery.
*(l) Form of Guidelines to Form W-9.
*(m) Form of DTC Participant Oversubscription Exercise Form.
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.
*12 Computation of Ratio of Earnings to Fixed Charges.
23 Consents of experts and counsel:
(a) Arent Fox Kintner Plotkin & Kahn (included in Exhibit 5)
*(b) Ernst & Young
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* Previously filed.
Exhibit 5
September 16, 1997
[ARENT FOX LETTERHEAD]
The Board of Directors
Atlantic Gulf Communities Corporation
2601 S. Bayshore Drive
Miami, FL 33133-5461
Gentlemen:
We have acted as counsel to Atlantic Gulf Communities Corporation (the
"Company") with respect to the Company's Registration Statement on Form S-3,
filed by the Company with the Securities and Exchange Commission in connection
with the registration under the Securities Act of 1933, as amended, of 1,000,000
rights (the "Rights"), 1,000,000 shares of Series B 20% Cumulative Redeemable
Convertible Preferred Stock, par value $.01 per share (the "Preferred Shares"),
2,000,000 Warrants (the "Warrants"), and 3,739,130 shares of Common Stock (the
"Common Shares").
As counsel to the Company, we have examined the Company's Amended and
Restated Certificate of Incorporation and such records, certificates and other
documents of the Company, as well as relevant statutes, regulations, published
rulings and such questions of law, as we considered necessary or appropriate for
the purpose of this opinion.
We assume that, prior to the sale of any Preferred Shares, Warrants and
Common Shares to which the Registration Statement relates, appropriate action
will be taken to register and qualify such Shares for sale, to the extent
necessary, under any applicable state securities laws.
Based on the foregoing, we are of the opinion that the 1,000,000
Rights, the 1,000,000 Preferred Shares, the 2,000,000 Warrants, and the
3,739,130 Common Shares will be, upon issuance, validly issued, fully paid and
nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement. In giving this consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the General Rules and Regulations
thereunder.
Very truly yours,
ARENT FOX KINTNER PLOTKIN & KAHN
By: /s/ Carter Strong
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Carter Strong
