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): July 2, 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 Executive Offices) (Zip Code)
(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 July 2, 1999, the Registrant issued the press release attached hereto as
Exhibit 99.1, which is incorporated herein by reference. The press release
announces the Registrant's restructuring program.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release issued Friday, July 2, 1999, by the Registrant
announcing the Registrant's restructuring program.
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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)
Date: July 2, 1999 /s/ J. LARRY RUTHERFORD
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By: J. Larry Rutherford, President, Chief Executive
Officer and Chairman of the Board
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 ANNOUNCES RESTRUCTURING
Miami, Florida, Friday, July 2, 1999 -- Atlantic Gulf Communities
Corporation (OTCBB - AGLF) announced today that as of July 1, 1999, it has
eliminated 24 jobs, or approximately 18% of its workforce, as part of a
restructuring program aimed at returning the Company to profitability and
realigning its overhead costs with its operating revenues. The Company is also
restructuring its management team as part of this process and reviewing its real
estate inventory for the purposes of determining whether it should dispose of or
refinance certain real estate projects and use the proceeds to reduce corporate
level (non-project specific) indebtedness.
The restructuring is expected to generate annual costs savings of
approximately $2.9 million, exclusive of any one-time restructuring related
costs.
Larry Rutherford, the President and Chief Executive Officer of the
Company, stated: "We decided that we needed to take immediate action to return
the Company to profitability. Over the past five years, we have acquired,
directly or through joint ventures, more than 20 outstanding real estate
projects, retired all of our reorganization debt and refinanced the Company's
corporate level debt. But, we have not hit our profit numbers. On the revenue
side, we need to complete our projects on time and on budget. And, on the costs
side, we need to reduce our G&A and reduce our corporate level indebtedness. Our
restructuring program is looking at both sides of the equation. The program, if
successful, will make us a financially stronger, more competitive player in a
very competitive industry."
The Company said that the restructuring program will cost about
$1,120,000 in severance and other one-time restructuring related costs. The
Company recorded a portion of these costs in the first quarter of 1999 and
anticipates that it will record the balance of such costs in the second quarter.
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.
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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
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; (7) THE RESULTS OF THE COMPANY'S
STRATEGIC ALTERNATIVES INITIATIVE; AND (8) THE RESULTS OF THE COMPANY'S
RESTRUCTURING PROGRAM.
