-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RoBGeHZHXPkseQQOFz7HWeT4W0fOyK8rv75JPnn6sCWT1kY/lCarur2rB+cp2CZ4 Z54MtWcGVZjliLTjw2l4ew== 0000019617-96-000040.txt : 19960314 0000019617-96-000040.hdr.sgml : 19960314 ACCESSION NUMBER: 0000019617-96-000040 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960312 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC GULF COMMUNITIES CORP CENTRAL INDEX KEY: 0000771934 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 590720444 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44013 FILM NUMBER: 96533776 BUSINESS ADDRESS: STREET 1: 2601 S BAYSHORE DR CITY: MIAMI STATE: FL ZIP: 33133-5461 BUSINESS PHONE: 3058594000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHEMICAL BANKING CORP CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 132624428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 270 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 SC 13G/A 1 AMENDMENT #2 TO SEC 13G FORM DATED 2/12/96 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under The Securities Exchange Act of 1934 (Amendment No. 2) Atlantic Gulf Communities Corp. _____________________________________________________ (Name Of Issuer) Common Stock Par Value $.10 ____________________________________________________________ (Title of Class of Securites) 048556104 ______________________________ (Cusip Number) Check the following box if a fee is being paid with this statement . (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than 5% 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 rule13d-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). (Continued on the following page(s)) Page 1 of 6 Pages SEC 1745 (9-82) CUSIP No. 048556104 13G Page 2 of 6 Pages Atlantic Gulf Communities Corp. 1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON. Chemical Banking Corporation - CBC Chemical Bank CB 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) (B) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Chemical Banking Corporation - CBC Chemical Bank - CB NUMBER OF SHARES 5 SOLE VOTING POWER CBC - 21,323 CB - 21,323 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER NONE EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER CBC - 21,323 CB - 21,323 WITH 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CBC - 21,323 CB - 21,323 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 CBC - less than 1% CB - less than 1% 12 TYPE OF PERSON REPORTING* CBC - HC CB - BK * SEE INSTRUCTION BEFORE FILLING OUT! Atlantic Gulf Communities Corp. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under The Securities Exchange Act of 1934 (Amendment No. 2 ) Item 1(a). Name of Issuer: Atlantic Gulf Communities Corp. Item 1(b). Address of Issuer: 2601 S. Bayshore Drive, Miami, Fl 33133 Principal Executive Officer: James Apthorp, Chmn Item 2(a). Name of Person Filing: This notice is filed by CHEMICAL BANKING CORPORATION (CBC) and its wholly owned subsidiary, Chemical Bank (CB). Item 2(b). Address of Principal Business CBC: 270 Park Avenue Office: New York, NY 10017 CB: 270 Park Avenue New York, NY 10017 Item 2(c). Citizenship: CBC - Delaware CB - New York Item 2(d). Title of Class of Securities: Class A Par Item 2(e). CUSIP Number: 375514106 Page 3 of 6 Atlantic Gulf Communities Corp. Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ X ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment Company registered under Section 8 of the Investment Company Act. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or endowment Fund [see Section 240.13d-1(b)(1)(ii)(F)]. (g) [ X ] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G). (h) [ ] Group, in accordance with Section 240.13d-1(ii)(H). Item 4. Ownership: On or about July 6, 1995, the filing person sold 786,447 Shares. On or about September 12, 1995, the filing person sold 16,415 Shares. After consummation of this transaction, the filing person beneficially owned 21,323 Shares. Based upon 9,771,521 Shares outstanding as disclosed in the Issuer's Form 10-Q filed on November 14, 1995 for the quarter ended September 30, 1995, this represents less than 1% of the Issuer's outstanding common stock. The filing person has sole voting and dispositive power over all such Shares. Page 4 of 6 Atlantic Gulf Communities Corp. Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the Shares outstanding, check the following box (x). Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable Item 7. Identification and Classification of the Subsidiary Which Holds the Security Being Reported on by the Parent Holding Company: Pursuant to Rule 13(d) - 1 (c): This notice is filed on behalf of both CBC and its subsidiary, CB. In lieu of attaching an exhibit hereto, the identity of CB is as set forth on the cover page hereof. CB is classified as a Bank, as such term is defined in Section (3) (a) (6) of the Securities Exchange Act of 1934, as amended, Item 8. Identification and Classification of Members of this Group: Not applicable. Item 9. Notice of Dissolution of Group: Not applicable. Page 5 of 6 Atlantic Gulf Communities Corp. 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 did 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. Signature: 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. Dated: February 12,1996 CHEMICAL BANK CHEMICAL BANKING CORPORATION /s/John B. Wynne /s/John B. Wynne John B. Wynne John B. Wynne Corporate Secretary Corporate Secretary Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----