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): June 17, 1999
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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 June 17, 1999, the Registrant issued the press release attached hereto as
Exhibit 99.1, which is incorporated herein by reference. The press release
announces the reduction in the exercise price of its Investor Warrants and
Series B Warrants from $5.75 per warrant share to $4.78 per warrant share,
effective as of March 31, 1999, pursuant to the warrant exercise price reset
provisions contained in the applicable warrant agreements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release issued Wednesday, June 17, 1999, by the
Registrant announcing the reduction in the exercise price of
its Investor Warrants and Series B Warrants from $5.75 per
warrant share to $4.78 per warrant share, effective as of
March 31, 1999, pursuant to the warrant exercise price reset
provisions contained in the applicable warrant agreements.
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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: June 17, 1999 By: Thomas W. Jeffrey
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
FROM: ATLANTIC GULF COMMUNITIES CORPORATION
CONTACT: HARRY ROSE
TELEPHONE: 305-859-4376
FACSIMILE: 305-859-4616
WEBSITE: HTTP://WWW.ATLANTICGULF.COM
ATLANTIC GULF COMMUNITIES CORPORATION REDUCES WARRANT EXERCISE PRICES
Miami, Florida, Thursday, June 17, 1999 -- Atlantic Gulf Communities
Corporation (OTCBB - AGLF) announced today that it had reduced the exercise
price of its Investor Warrants and Series B Warrants from $5.75 per warrant
share to $4.78 per warrant share, effective as of March 31, 1999, pursuant to
the warrant exercise price reset provisions contained in the applicable warrant
agreements.
The Company currently has outstanding (1) Investor Warrants to acquire
up to 5,000,000 shares of Company common stock (consisting of Class A, B and
Class C Warrants), all of which were issued pursuant to the terms of the Amended
and Restated Investment Agreement, dated as of February 7, 1997, amended as of
March 7, 1997, amended and restated as of May 15, 1997, and amended as of
December 31, 1998, by and between the Company and AP-AGC, LLC ("Apollo"), and
the Secured Agreement, dated as of February 7, 1997, amended and restated as of
May 15, 1997 and amended as of December 31, 1998, by and between the Company and
Apollo, (2) Series B Warrants to acquire up to 2,000,000 shares of Company
common stock (consisting of Class A, Class B and C Warrants), all of which were
issued pursuant to the terms of the Securities Purchase Agreement, dated as of
June 24, 1997, by and between the Company and certain purchasers and (3) Series
B Warrants to acquire up to 2,000,000 shares of Company common stock (consisting
of Class A, B and C Warrants), all of which were issued pursuant to the terms of
the Company's rights offering, which was consummated in November 1997.
Atlantic Gulf Communities Corporation is one of 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,
Jacksonville, Tampa, Orlando and Ft. Myers, as well as projects in
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.
CERTAIN MATTERS DISCUSSED HEREIN CONTAIN FORWARD LOOKING STATEMENTS BASED ON
MANAGEMENT'S EXPECTATIONS REGARDING, AND EVALUATIONS OF CURRENT INFORMATION
ABOUT, THE COMPANY'S BUSINESS RESULTS THAT INVOLVE RISKS AND UNCERTAINTIES, AND
ARE SUBJECT TO FACTORS THAT COULD CAUSE ACTUAL FUTURE RESULTS TO DIFFER, BOTH
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ADVERSELY AND MATERIALLY, FROM CURRENTLY ANTICIPATED RESULTS , INCLUDING,
WITHOUT LIMITATION, (1) THE EFFECT OF ECONOMIC AND MARKET CONDITIONS; (2) THE
CYCLICAL NATURE OF THE REAL ESTATE MARKET IN FLORIDA AND OTHER SOUTHEAST U.S.
PRIMARY MARKETS AND LUXURY/ RESORT MARKETS; (3) COMPETITIVE PRESSURES; (4) THE
COMPANY'S OWN DEBT AND EQUITY STRUCTURE AND RELATED FINANCING AND REFINANCING
CONTINGENCIES AND RESTRICTIONS, INCLUDING INTEREST RATES; (5) THE COMPANY'S
ABILITY TO CLOSE FINANCINGS OF NEW REAL ESTATE AT PARTICULAR TIMES RELATIVE TO
THE COMPANY'S CASH FLOW NEEDS AT SUCH TIMES; (6) THE PERFORMANCE OF THE
COMPANY'S CURRENT DEVELOPMENT PROJECTS; AND (7) THE RESULTS OF THE COMPANY'S
STRATEGIC ALTERNATIVES INITIATIVE.
