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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. 1)*
ATLANTIC GULF COMMUNITIES CORPORATION
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(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
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(Title of Class of Securities)
048556104
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(CUSIP Number)
Richard A. Denmon, Esq.
Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A.
Post Office Box 3239
Tampa, Florida 33601
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 31, 1998
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(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 [ ]. (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 less than five percent 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 page shall be filled out for a reporting person's
initial filing of 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 "filed" for purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or other wise 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).
Page 1 of 7 Pages
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SCHEDULE 13D
CUSIP No. 048556104
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AP - AGC, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N.A.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E) [ ]
N.A.
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF SHARES 9,913,565
BENEFICIALLY ------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON WITH -----------------------------------
9 SOLE DISPOSITIVE POWER
9,913,565
-----------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,913,565
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
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14 TYPE OF REPORTING PERSON
OO
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Page 2 of 7 Pages
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SCHEDULE 13D
CUSIP No. 048556104
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo Real Estate Investment Fund II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N.A.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E) [ ]
N.A.
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF SHARES 9,913,565
BENEFICIALLY ------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON WITH -----------------------------------
9 SOLE DISPOSITIVE POWER
9,913,565
-----------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,913,565
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
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14 TYPE OF REPORTING PERSON
PN
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Page 3 of 7 Pages
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SCHEDULE 13D
CUSIP No. 048556104
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo Real Estate Advisors II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N.A.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E) [ ]
N.A.
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF SHARES 9,913,565
BENEFICIALLY ------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON WITH ------------------------------------
9 SOLE DISPOSITIVE POWER
9,913,565
------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,913,565
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
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14 TYPE OF REPORTING PERSON
PN
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Page 4 of 7 Pages
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The Statement on Schedule 13D filed on July 7, 1997 (the "Schedule
13D") by AP-AGC, LLC ("AP-AGC"), Apollo Real Estate Investment Fund II, L.P.
("Apollo Fund II"), and Apollo Real Estate Advisors II ("AREA II" and,
collectively, the "Reporting Persons") relating to the Common Stock, par value
$0.10 per share ("Common Shares"), of Atlantic Gulf Communities Corporation, a
Delaware corporation (the "Issuer"), is amended as set forth below. Except to
the extent so amended, the Schedule 13D is incorporated herein by reference.
All capitalized terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The last paragraph of Item 3 to the Schedule 13D is hereby deleted and
the following is substituted therefor:
Pursuant to the terms of the Investment Agreement, as of March 31,
1998, the Reporting Persons completed their purchase of the entire amount of
the Issuer's securities required to be purchased under the Investment Agreement
(2.5 million Series A Preferred Shares and 5.0 million Warrants) for an
aggregate purchase price of $25 million.
Under the Investment Agreement, the Reporting Persons are entitled to
receive additional Series A Preferred Shares in the event of the nonpayment of
quarterly dividends accruing on the issued and outstanding Series A Preferred
Shares. No cash dividends were paid on the Series A Preferred Shares for the
periods ended September 30, 1997, December 31, 1997 and March 31, 1998. As a
result of the nonpayment of cash dividends due on the Series A Preferred Shares
through March 31, 1998, an additional 325,300 Series A Preferred Shares were
issued to the Reporting Persons.
As of the date hereof, the Reporting Persons beneficially own an
aggregate of 9,913,565 Common Shares which include:
(i) 4,913,565 Common Shares which may be acquired upon the
conversion of the 2,825,300 Series A Preferred Shares
currently held; and
(ii) 5,000,000 Common Shares which may be acquired upon the
conversion of the 5,000,000 currently exercisable Warrants.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) of the Schedule 13D is hereby deleted and the following is
substituted therefor:
As of the date hereof, the Reporting Persons beneficially own an
aggregate of 9,913,565 Common Shares which include:
(i) 4,913,565 Common Shares which may be acquired upon the
conversion of the 2,825,300 Series A Preferred Shares
currently held (325,300 of which were granted to the Reporting
Persons pursuant to the terms of the Investment Agreement to
cover unpaid accumulated dividend payments due on the Series A
Preferred Shares through March 31, 1998); and
Page 5 of 7 Pages
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(ii) 5,000,000 Common Shares which may be acquired upon the
conversion of the 5,000,000 currently exercisable Warrants.
The Common Shares beneficially owned by the Reporting Persons represent
approximately 46.2% of the 11,529,603 Common Shares of the Issuer outstanding
(as reported in the Issuer's Form 10-Q for the period ended March 31, 1998).
The increase in the number of Common Shares being reported in this
Amendment No. 1 to the Schedule 13D relates to the 325,300 additional shares
into which the Series A Preferred Shares are convertible as a result of unpaid
accumulated dividend payments due on the Series A Preferred Shares through
March 31, 1998.
Pursuant to the terms of the Investment Agreement, AP-AGC has selected
Stuart F. Koenig, Ricardo Koenigsberger, and Lee Neibart as AP-AGC's designees
to the board of directors of the Issuer. Since becoming directors of the
Issuer in 1997, Messrs. Koenig, Koenigsberger and Neibart have received
directors' fees in the form of 2,051 Common Shares, 3,441 Common Shares and
3,441 Common Shares, respectively, as well as an individual option (granted by
the Issuer to its non-employee directors upon becoming a director) to purchase
20,000 Common Shares. The Reporting Persons disclaim beneficial ownership of
the Common Shares held by Messrs. Koenig, Koenigsberger and Neibart, who
similarly disclaim beneficial ownership of the Common Shares held by the
Reporting Persons.
Item 5(c) of the Schedule 13D is hereby deleted and the following is
substituted therefor:
As disclosed in Item 4 to the Schedule 13D, the terms of the Investment
Agreement require the Reporting Persons to acquire from the Issuer up to an
aggregate of 2,500,000 Series A Preferred Shares at a price of $9.88 per share
and 5,000,000 Warrants at a price of $0.06 per Warrant (including the Series A
Preferred Shares and Warrants acquired in the Closing), for an aggregate
purchase price of up to $25,000,000. Pursuant to this obligation, the Reporting
Persons purchased (i) 850,000 Series A Preferred Shares and 1,700,000 Warrants
for an aggregate price of $8,500,000 on July 31, 1997, (ii) 259,000 Series A
Preferred Shares and 518,000 Warrants for an aggregate price of $2,590,000 on
August 7, 1997, (iii) 100,000 Series A Preferred Shares and 200,000 Warrants for
an aggregate price of $1,000,000 on October 6, 1997, (iv) 180,000 Series A
Preferred Shares and 360,000 Warrants for an aggregate price of $ 1,800,000 on
November 7, 1997, (v) 50,000 Preferred Shares and 100,000 Warrants for an
aggregate price of $500,000 on December 8, 1997 and (vi) 173,525 Series A
Preferred Shares and 347,050 Warrants for an aggregate price of $1,735,248, on
March 31, 1998, thereby satisfying its purchase requirements under the
Investment Agreement.
In addition, the Reporting Persons acquired an aggregate of 325,300
Series A Preferred Shares through March 31, 1998, from the Company as a result
of unpaid accumulated dividend payments due on the Series A Preferred Shares for
the periods ended September 30, 1997, December 31, 1997 and March 31, 1998.
Except as set forth above, there have been no purchases or sales by any
of the Reporting Persons of Common Shares since the Schedule 13D was filed. To
the best knowledge of the Reporting Persons, no person identified on Annex A to
the Schedule 13D has effected any transactions in the Common Shares since the
Schedule 13D was filed.
Page 6 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: June 29, 1998
AP-AGC LLC
By: KRONUS PROPERTY, INC.,
a Delaware corporation,
as Manager
/s/ Michael D. Weiner
--------------------------------
Michael D. Weiner
Vice President
APOLLO REAL ESTATE INVESTMENT FUND II, L.P.
By: APOLLO REAL ESTATE ADVISORS II, L.P.,
a Delaware limited partnership,
as Managing General Partner
By: APOLLO REAL ESTATE CAPITAL
ADVISORS, II, INC.,
a Delaware corporation,
as General Partner
/s/ Michael D. Weiner
--------------------------------
Michael D. Weiner
Vice President
APOLLO REAL ESTATE ADVISORS II, L.P.
By: APOLLO REAL ESTATE CAPITAL
ADVISORS II, INC.,
a Delaware corporation,
as General Partner
/s/ Michael D. Weiner
--------------------------------
Michael D. Weiner
Vice President
Page 7 of 7 Pages
