Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 10, 1998
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ATLANTIC GULF COMMUNITIES CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-8967 59-0720444
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(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
2601 South Bayshore Drive
Miami, Florida 33133-5461
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(Address of Principal (Zip Code)
Executive Offices)
(305) 859-4000
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On December 10, 1998, the Registrant issued the press release attached hereto as
Exhibit 99.1, which is incorporated herein by reference. The press release
announces that (1) on Thursday, December 10, 1998, NASDAQ Stock Market, Inc.
("NASDAQ"), informed the Company that its securities would be delisted from the
NASDAQ National Market, effective as of the close of business on Thursday,
December 10, 1998, (2) the Company does not intend to appeal NASDAQ's decision
and (3) the Company's securities are eligible for immediate trading on the Over
The Counter Bulletin Board.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release issued Thursday, December 10, 1998, by the
Registrant announcing that (1) on Thursday, December 10,
1998, NASDAQ informed the Company that its securities would
be delisted from the NASDAQ National Market, effective as of
the close of business on Thursday, December 10, 1998, (2)
the Company does not intend to appeal NASDAQ's decision and
(3) the Company's securities are eligible for immediate
trading on the Over The Counter Bulletin Board.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATLANTIC GULF COMMUNITIES CORPORATION
(Registrant)
/s/ THOMAS W. JEFFREY
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Date: December 11, 1998 By: Thomas W. Jeffrey
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT 99.1
ATLANTIC GULF COMMUNITIES CORPORATION
FOR IMMEDIATE RELEASE
CONTACT: THOMAS W. JEFFREY OR HARRY ROSE
ATLANTIC GULF COMMUNITIES CORPORATION
305-859-4000
http://www.atlanticgulf.com
ATLANTIC GULF COMMUNITIES CORPORATION
ANNOUNCES THAT ITS SECURITIES WILL
BE TRADED ON THE OTC BULLETIN BOARD
MIAMI, FLORIDA, THURSDAY, DECEMBER 10, 1998: Atlantic Gulf
Communities Corporation announced today that the NASDAQ Stock Market, Inc.
informed the Company today that its securities would be delisted from the NASDAQ
National Market ("NNM"), effective as of the close of business today, Thursday,
December 10, 1998, due to the Company's failure to satisfy the NNM net tangible
assets continued listing requirement. It is NASDAQ's position that the Company's
$51.7 million of preferred stock does not qualify as equity for purposes of the
net tangible assets requirement because of its future "put" feature. NASDAQ also
informed the Company that it does not currently satisfy the initial listing
requirements for the NASDAQ Small Cap Market. The Company does not intend to
appeal NASDAQ's decision. The Company's securities are eligible for immediate
trading on the Over The Counter Bulletin Board (the "OTCBB"). The Company will
be posting further information on its Web Page regarding the trading procedures
for its securities on the OTCBB.
Thomas W. Jeffrey, the Company's Executive Vice President and Chief
Financial Officer, stated: "We are extremely disappointed with NASDAQ's
decision. Particularly so, because it comes at a time when the Company is
otherwise successfully executing its business plan. In the last five years, the
Company has repaid over $240 million of corporate debt, transitioned its land
inventory from small, secondary markets to dynamic, primary markets and become
the leading non-homebuilder supplier of developed homesites in the State of
Florida. The Company reported (1) $341,000 of net income attributable to common
stock for the third quarter and (2) total stockholders equity (inclusive of
preferred stock) of more than $50 million at September 30, 1998." Mr. Jeffrey
added that "the Company is moving forward on its institutional debt refinancing,
which we expect to close this month. We are acquiring new core projects. We are
adding value to our existing projects. Finally, we are continuing to dispose of
predecessor assets. While we may not agree with NASDAQ's decision, we will not
let it distract us from our primary corporate goal of building value for our
stockholders."
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Atlantic Gulf Communities is one the Southeast's largest residential
real estate developers. The Company develops residential lots for homebuilders
in many of Florida's most active markets, including South Florida, Tampa,
Orlando and North Naples. The Company has recently expanded to active growth
markets outside of Florida, such as Raleigh-Durham, North Carolina, Dallas,
Texas, and Aspen, Colorado. Headquartered in Miami, Florida, the Company is a
proven leader in professional development services and is known for its
leadership role in environmental quality.
STATEMENTS CONTAINED IN THIS NEWS RELEASE, IF NOT HISTORICAL, ARE
FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, WHICH
INVOLVE RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL EVENTS TO DIFFER
MATERIALLY FROM THE EVENTS DESCRIBED IN THE FORWARD LOOKING STATEMENTS. SUCH
RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, OPERATING AND/OR
FINANCIAL EVENTS WHICH MIGHT AFFECT THE TRADING PRICE OF THE COMPANY'S
SECURITIES; BUSINESS AND/OR FINANCIAL EVENTS, BEYOND THE COMPANY'S CONTROL,
WHICH MAY DELAY OR PREVENT THE CLOSING OF THE COMPANY'S NEW, INSTITUTIONAL DEBT
FACILITIES; THE EFFECT OF ECONOMIC AND MARKET CONDITIONS ON THE COMPANY'S
OPERATIONS; THE SALEABILITY OF PREDECESSOR ASSETS; THE COMPANY'S OWN DEBT AND
EQUITY STRUCTURE AND RELATED FINANCING CONTINGENCIES AND RESTRICTIONS; THE
COMPANY'S ABILITY TO CLOSE FINANCINGS OF NEW REAL ESTATE PROJECTS AT PARTICULAR
TIMES RELATIVE TO THE COMPANY'S CASH FLOW NEEDS AT SUCH TIMES; THE SUCCESS OR
LACK THEREOF OF THE COMPANY'S CURRENT DEVELOPMENT PROJECTS; COMPETITIVE
PRESSURES; THE AVAILABILITY AND COST OF FINANCING REAL ESTATE ACQUISITIONS AND
DEVELOPMENTS; THE AVAILABILITY OF HIGH QUALITY REAL ESTATE PARCELS IN THE
COMPANY'S PRIMARY REAL ESTATE MARKETS; AND THE CYCLICAL NATURE OF THE REAL
ESTATE MARKET IN THE COMPANY'S PRIMARY MARKETS.
