<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Atlantic Gulf Communities Corporation
(Name of Issuer)
Common Stock
(Title of class of securities)
048556104
(CUSIP number)
Check the following box if a fee is being paid with this statement / x / (A
fee is not required only if the filing 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).
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 the
disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 048556104 13G PAGE 2 OF 12 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Morgan Stanley, Dean Witter, Discover & Co.
IRS # 39-314-5972
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The state of organization is Delaware.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,554,858
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 8 SHARED DISPOSITIVE POWER
2,622,789
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,622,789
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.76%
12 TYPE OF REPORTING PERSON*
IA, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT !
<PAGE> 3
CUSIP No. 048556104 13G PAGE 3 OF 12 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Morgan Stanley Asset Management Inc.
IRS # 13-304-0307
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The state of organization is Delaware.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,848,628
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 8 SHARED DISPOSITIVE POWER
1,916,559
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,916,559
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.64%
12 TYPE OF REPORTING PERSON*
IA, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT !
<PAGE> 4
CUSIP No. 105368104 13G PAGE 4 OF 12 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Morgan Stanley Institutional Fund - U.S. Real Estate Portfolio
IRS # 13-3808424
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The state of organization is Delaware.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 961,794
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 8 SHARED DISPOSITIVE POWER
961,794
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
961,794
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.35%
12 TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTIONS BEFORE FILLING OUT !
<PAGE> 5
CUSIP No. 0488556104 13G PAGE 5 OF 12 PAGES
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Van Kampen American Capital Asset Management Incorporated
IRS # 13-5130700
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The state of organization is Delaware.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 706,229
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 8 SHARED DISPOSITIVE POWER
706,229
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
706,229
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.13%
12 TYPE OF REPORTING PERSON*
IA, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT !
<PAGE> 6
CUSIP No. 048556104 13G PAGE 6 OF 12 PAGES
Item 1 (a) Name of Issuer
Atlantic Gulf Communities Corporation
Item 1 (b) Address of issuer's principal executive offices
2601 South Bayshore Drive
Miami, FL 33133
Item 2 (a) Name of person filing
(a) Morgan Stanley, Dean Witter, Discover & Co.
(b) Morgan Stanley Asset Management Inc.
(c) Morgan Stanley Institutional Fund - U.S.
Real Estate Portfolio
(d) Van Kampen American Capital Asset
Management Incorporated
Item 2 (b) Principal business office
(a) 1585 Broadway
New York, New York 10036
(b) 1221 Avenue of the Americas
New York, New York 10020
(c) 1221 Avenue of the Americas
New York, New York 10020
(d) One Parkview Plaza
Oakbrook Terrace, IL 60181
Item 2 (c) Citizenship
Incorporated by reference to Item 4 of the cover
page pertaining to each reporting person.
Item 2 (d) Title of class of Securities
Common Stock
Item 2 (e) Cusip No.
048556104
Item 3 (a) Morgan Stanley Dean Witter, Discover & Co. is (e)
an Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940.
(b) Morgan Stanley Asset Management Inc. is (e) an
Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940.
(c) Morgan Stanley Institutional Fund is (d) an
investment company registered under Section 8 of
the Investment Company Act of 1940.
(d) Van Kampen American Capital Asset Management
Incorporated is (e) an Investment Adviser registered
under Section 203 of the Investment Advisers Act
of 1940.
Item 4 Ownership
Incorporated by reference to Items (5) - (9) and
(11) of the cover page.
<PAGE> 7
CUSIP No. 048556104 13G PAGE 7 OF 12 PAGES
Item 5 Ownership of 5 Percent or Less of a Class
Inapplicable
Item 6 Ownership of More than 5 Percent on Behalf of Another
Person
Accounts managed on a discretionary basis by Van Kampen
American Capital Asset Management Incorporated and Morgan
Stanley Asset Management Inc., wholly owned subsidiaries
of Morgan Stanley, Dean Witter, Discover & Co., are known
to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from, the sale
of such securities. No such account other than the Morgan
Stanley Institutional Fund, Inc., holds more than 5
percent of the class.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
Inapplicable
Item 8 Identification and Classification of Members of the Group
Inapplicable
Item 9 Notice of Dissolution of Group
Inapplicable
Item 10 Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or
effect.
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CUSIP No. 048556104 13G Page 8 of 12 Pages
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: December 10, 1997
Signature: /s/ Donald P. Ryan
-----------------------------------------------------------------
Name/Title: Donald P. Ryan / Vice President
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MORGAN STANLEY ASSET MANAGEMENT INC.
Date: December 10, 1997
Signature: /s/ Harold J. Schaaff Jr.
-----------------------------------------------------------------
Name/Title: Harold J. Schaaff Jr./Vice President, Morgan Stanley Institutional
Fund
-----------------------------------------------------------------
MORGAN STANLEY INSTITUTIONAL FUND - U.S. REAL ESTATE PORTFOLIO
Date: December 10, 1997
Signature: /s/ Donald P. Ryan
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Name/Title: Donald P. Ryan/Vice President, Morgan Stanley Asset Management Inc.
-----------------------------------------------------------------
VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT INC.
Date: December 10, 1997
Signature: /s/ Bruce Bromberg
-----------------------------------------------------------------
Name/Title: Bruce Bromberg/Morgan Stanley & Co. Incorporated
-----------------------------------------------------------------
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
<TABLE>
<CAPTION>
INDEX TO EXHIBITS PAGE
------------------- ----
<S> <C>
EXHIBIT 1 Agreement to Make a Joint Filing 9
EXHIBIT 2 Secretary's Certificate Authorizing Bruce Bromberg 10
to Sign on behalf of Morgan Stanley, Dean Witter,
Discover & Co.
EXHIBIT 3 Secretary's Certificate Authorizing Donald P. Ryan 11 & 12
to sign on behalf of Van Kampen American Capital
Asset Management Incorporated
</TABLE>
<PAGE> 1
CUSIP No. 048556104 13G PAGE 9 OF 12 PAGES
EXHIBIT 1 TO SCHEDULE 13G
December 10, 1997
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO., MORGAN STANLEY ASSET MANAGEMENT
INC., MORGAN STANLEY INSTITUTIONAL FUND - U.S. REAL ESTATE PORTFOLIO and VAN
KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT hereby agree that, unless
differentiated, this Schedule 13G is filed on behalf of each of the parties.
MORGAN STANLEY ASSET MANAGEMENT INC.
BY: /s/ Donald P. Ryan
---------------------------------------------
Donald P. Ryan/ Vice President
Morgan Stanley Asset Management Inc.
MORGAN STANLEY INSTITUTIONAL FUND - U.S. REAL ESTATE PORTFOLIO
/s/ Harold J. Schaaff Jr.
---------------------------------------------
Harold J. Schaaff Jr./ Vice President
Morgan Stanley Institutional Fund
VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT INC.
/s/ Donald P. Ryan
---------------------------------------------
Donald P. Ryan/ Vice President
Morgan Stanley Asset Management Inc.
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
BY: /s/ Bruce Bromberg
---------------------------------------------
Bruce Bromberg/ Morgan Stanley & Co., Incorporated
<PAGE> 1
PAGE 10 OF 12
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
SECRETARY'S CERTIFICATE
I, Charlene R. Herzer, a duly elected and acting Assistant Secretary of
Morgan Stanley, Dean Witter, Discover & Co., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), certify
that, as approved by a Unanimous Consent of Directors in Lieu of a Meeting dated
as of May 31, 1997, the following persons are each authorized to sign reports to
be filed under Sections 13 and 16 of the Securities Exchange Act of 1934 on
behalf of the Corporation, and such authorizations are in full force and effect
as of this date:
Stuart J. M. Breslow
Robert G. Koppenol
Bruce Bromberg
Robin Sherak
IN WITNESS WHEREOF, I have hereunto set my name and affixed the seal of the
Corporation as of the 3rd day of June, 1997.
/s/ CHARLENE R. HERZER
-----------------------------
CHARLENE R. HERZER
ASSISTANT SECRETARY
[SEAL]
<PAGE> 1
Page 11 of 12 Pages
Exhibit 3
ASSISTANT SECRETARY'S CERTIFICATE
OF
VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC.
I, James J. Boyne, the duly elected and appointed Assistant Secretary of
Van Kampen American Capital Asset Management, Inc., a Delaware corporation (the
"Corporation"), hereby certifies that:
a) Attached hereto, as Exhibit A, is a true and correct copy of
the Consent in Lieu of the Meeting of the Board of Directors of the
Corporation authorizing the proper signatories to sign Section 13 and
Section 16 filings under the Securities Exchange Act of 1934.
IN WITNESS WHEREOF, the Corporation has caused this certificate of the
Assistant Secretary to be signed by James J. Boyne on this 12th day of February,
1997.
/s/ JAMES J. BOYNE
--------------------------
James J. Boyne
<PAGE> 2
Page 12 of 12 Pages
CONSENT IN LIEU OF A MEETING
OF THE
BOARD OF DIRECTORS OF
VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC.
(a Delaware corporation)
The undersigned, being all of the members of the Board of Directors of Van
Kampen American Capital Asset Management, Inc., a Delaware corporation (the
"Corporation"), in lieu of holding a special meeting of the Board of Directors
of the Corporation, hereby adopt the following resolutions by unanimous written
consent pursuant to Section 141(f) of the General Corporation Law of the State
of Delaware:
RESOLVED, that any Vice President, Harold J. Schaaff, Jr., and Donald
P. Ryan (the "Proper Officers") are each authorized to sign on behalf of
the Corporation any reports to be filed under Section 13 and Section 16 of
the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, with the Securities and Exchange Commission, each
such authorization to cease automatically upon such individual's
termination of employment with any affiliate of the Corporation; and
FURTHER RESOLVED, that all prior actions taken by the Proper Officers
that are within the authority conferred by the foregoing resolution are
approved, ratified and confirmed in all respects; and
FURTHER RESOLVED, that any and all actions to be taken, caused to be
taken or heretofore taken by any officer of the Corporation in executing
any and all documents, agreements and instruments and in taking any and all
steps (including the payment of all expenses) deemed by such officer as
necessary or desirable to carry out the intents and purposes of the
foregoing resolutions are authorized, ratified and confirmed.
The actions taken by this consent shall have the same force and effect as
if taken at a special meeting of the Board of Directors duly called and
constituted pursuant to the By-Laws of the Corporation and the laws of the State
of Delaware.
This consent may be executed in two or more counterparts, each of which
shall be deemed an original for all purposes, and together shall constitute one
and the same Consent.
IN WITNESS WHEREOF, the undersigned have executed this
consent of the Board of Directors as of the 11th day of February, 1997.
