-----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, QxCvvde/xkZkyYuewYTNO1Q0MiCp9rXQAta5F9WteGXwAmndui2cRiYBausEJHjS Q4HvX64Vqdv01qymAc14xQ== 0000950123-97-010255.txt : 19971211 0000950123-97-010255.hdr.sgml : 19971211 ACCESSION NUMBER: 0000950123-97-010255 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971210 SROS: NYSE GROUP MEMBERS: MORGAN STANLEY ASSET MANAGEMENT INC GROUP MEMBERS: MORGAN STANLEY DEAN WITTER DISCOVER & CO GROUP MEMBERS: MORGAN STANLEY INSTITUTIONAL FUND GROUP MEMBERS: VAN KAMPEN AMERICAN CAPITAL ASSET SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC GULF COMMUNITIES CORP CENTRAL INDEX KEY: 0000771934 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT) [6532] IRS NUMBER: 590720444 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-44013 FILM NUMBER: 97735911 BUSINESS ADDRESS: STREET 1: 2601 S BAYSHORE DR CITY: MIAMI STATE: FL ZIP: 33133-5461 BUSINESS PHONE: 3058594000 MAIL ADDRESS: STREET 1: 2601 S BAYSHORE DR CITY: MIAMI STATE: FL ZIP: 33133 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER DISCOVER & CO CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123922222 MAIL ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 SC 13G/A 1 ATLANTIC GULF COMMUNITIES CORP 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Atlantic Gulf Communities Corporation (Name of Issuer) Common Stock (Title of class of securities) 048556104 (CUSIP number) Check the following box if a fee is being paid with this statement / x / (A fee is not required only if the filing 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 five percent or less of such class.) (See Rule 13d-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). 2 CUSIP No. 048556104 13G PAGE 2 OF 12 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Morgan Stanley, Dean Witter, Discover & Co. IRS # 39-314-5972 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION The state of organization is Delaware. NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 2,554,858 EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 8 SHARED DISPOSITIVE POWER 2,622,789 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,622,789 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 22.76% 12 TYPE OF REPORTING PERSON* IA, CO * SEE INSTRUCTIONS BEFORE FILLING OUT ! 3 CUSIP No. 048556104 13G PAGE 3 OF 12 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Morgan Stanley Asset Management Inc. IRS # 13-304-0307 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION The state of organization is Delaware. NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 1,848,628 EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 8 SHARED DISPOSITIVE POWER 1,916,559 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,916,559 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.64% 12 TYPE OF REPORTING PERSON* IA, CO * SEE INSTRUCTIONS BEFORE FILLING OUT ! 4 CUSIP No. 105368104 13G PAGE 4 OF 12 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Morgan Stanley Institutional Fund - U.S. Real Estate Portfolio IRS # 13-3808424 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION The state of organization is Delaware. NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 961,794 EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 8 SHARED DISPOSITIVE POWER 961,794 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 961,794 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.35% 12 TYPE OF REPORTING PERSON* IV * SEE INSTRUCTIONS BEFORE FILLING OUT ! 5 CUSIP No. 0488556104 13G PAGE 5 OF 12 PAGES 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Van Kampen American Capital Asset Management Incorporated IRS # 13-5130700 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION The state of organization is Delaware. NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 706,229 EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 8 SHARED DISPOSITIVE POWER 706,229 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 706,229 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.13% 12 TYPE OF REPORTING PERSON* IA, CO * SEE INSTRUCTIONS BEFORE FILLING OUT ! 6 CUSIP No. 048556104 13G PAGE 6 OF 12 PAGES Item 1 (a) Name of Issuer Atlantic Gulf Communities Corporation Item 1 (b) Address of issuer's principal executive offices 2601 South Bayshore Drive Miami, FL 33133 Item 2 (a) Name of person filing (a) Morgan Stanley, Dean Witter, Discover & Co. (b) Morgan Stanley Asset Management Inc. (c) Morgan Stanley Institutional Fund - U.S. Real Estate Portfolio (d) Van Kampen American Capital Asset Management Incorporated Item 2 (b) Principal business office (a) 1585 Broadway New York, New York 10036 (b) 1221 Avenue of the Americas New York, New York 10020 (c) 1221 Avenue of the Americas New York, New York 10020 (d) One Parkview Plaza Oakbrook Terrace, IL 60181 Item 2 (c) Citizenship Incorporated by reference to Item 4 of the cover page pertaining to each reporting person. Item 2 (d) Title of class of Securities Common Stock Item 2 (e) Cusip No. 048556104 Item 3 (a) Morgan Stanley Dean Witter, Discover & Co. is (e) an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (b) Morgan Stanley Asset Management Inc. is (e) an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (c) Morgan Stanley Institutional Fund is (d) an investment company registered under Section 8 of the Investment Company Act of 1940. (d) Van Kampen American Capital Asset Management Incorporated is (e) an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Item 4 Ownership Incorporated by reference to Items (5) - (9) and (11) of the cover page. 7 CUSIP No. 048556104 13G PAGE 7 OF 12 PAGES Item 5 Ownership of 5 Percent or Less of a Class Inapplicable Item 6 Ownership of More than 5 Percent on Behalf of Another Person Accounts managed on a discretionary basis by Van Kampen American Capital Asset Management Incorporated and Morgan Stanley Asset Management Inc., wholly owned subsidiaries of Morgan Stanley, Dean Witter, Discover & Co., are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of such securities. No such account other than the Morgan Stanley Institutional Fund, Inc., holds more than 5 percent of the class. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Inapplicable Item 8 Identification and Classification of Members of the Group Inapplicable Item 9 Notice of Dissolution of Group Inapplicable 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 do 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. 8 CUSIP No. 048556104 13G Page 8 of 12 Pages 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. Date: December 10, 1997 Signature: /s/ Donald P. Ryan ----------------------------------------------------------------- Name/Title: Donald P. Ryan / Vice President ----------------------------------------------------------------- MORGAN STANLEY ASSET MANAGEMENT INC. Date: December 10, 1997 Signature: /s/ Harold J. Schaaff Jr. ----------------------------------------------------------------- Name/Title: Harold J. Schaaff Jr./Vice President, Morgan Stanley Institutional Fund ----------------------------------------------------------------- MORGAN STANLEY INSTITUTIONAL FUND - U.S. REAL ESTATE PORTFOLIO Date: December 10, 1997 Signature: /s/ Donald P. Ryan ----------------------------------------------------------------- Name/Title: Donald P. Ryan/Vice President, Morgan Stanley Asset Management Inc. ----------------------------------------------------------------- VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT INC. Date: December 10, 1997 Signature: /s/ Bruce Bromberg ----------------------------------------------------------------- Name/Title: Bruce Bromberg/Morgan Stanley & Co. Incorporated ----------------------------------------------------------------- MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
INDEX TO EXHIBITS PAGE ------------------- ---- EXHIBIT 1 Agreement to Make a Joint Filing 9 EXHIBIT 2 Secretary's Certificate Authorizing Bruce Bromberg 10 to Sign on behalf of Morgan Stanley, Dean Witter, Discover & Co. EXHIBIT 3 Secretary's Certificate Authorizing Donald P. Ryan 11 & 12 to sign on behalf of Van Kampen American Capital Asset Management Incorporated
EX-99.1 2 AGREEMENT TO MAKE A JOINT FILING 1 CUSIP No. 048556104 13G PAGE 9 OF 12 PAGES EXHIBIT 1 TO SCHEDULE 13G December 10, 1997 MORGAN STANLEY, DEAN WITTER, DISCOVER & CO., MORGAN STANLEY ASSET MANAGEMENT INC., MORGAN STANLEY INSTITUTIONAL FUND - U.S. REAL ESTATE PORTFOLIO and VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT hereby agree that, unless differentiated, this Schedule 13G is filed on behalf of each of the parties. MORGAN STANLEY ASSET MANAGEMENT INC. BY: /s/ Donald P. Ryan --------------------------------------------- Donald P. Ryan/ Vice President Morgan Stanley Asset Management Inc. MORGAN STANLEY INSTITUTIONAL FUND - U.S. REAL ESTATE PORTFOLIO /s/ Harold J. Schaaff Jr. --------------------------------------------- Harold J. Schaaff Jr./ Vice President Morgan Stanley Institutional Fund VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT INC. /s/ Donald P. Ryan --------------------------------------------- Donald P. Ryan/ Vice President Morgan Stanley Asset Management Inc. MORGAN STANLEY, DEAN WITTER, DISCOVER & CO. BY: /s/ Bruce Bromberg --------------------------------------------- Bruce Bromberg/ Morgan Stanley & Co., Incorporated EX-99.2 3 SECRETARY'S CERTIFICATE 1 PAGE 10 OF 12 MORGAN STANLEY, DEAN WITTER, DISCOVER & CO. SECRETARY'S CERTIFICATE I, Charlene R. Herzer, a duly elected and acting Assistant Secretary of Morgan Stanley, Dean Witter, Discover & Co., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), certify that, as approved by a Unanimous Consent of Directors in Lieu of a Meeting dated as of May 31, 1997, the following persons are each authorized to sign reports to be filed under Sections 13 and 16 of the Securities Exchange Act of 1934 on behalf of the Corporation, and such authorizations are in full force and effect as of this date: Stuart J. M. Breslow Robert G. Koppenol Bruce Bromberg Robin Sherak IN WITNESS WHEREOF, I have hereunto set my name and affixed the seal of the Corporation as of the 3rd day of June, 1997. /s/ CHARLENE R. HERZER ----------------------------- CHARLENE R. HERZER ASSISTANT SECRETARY [SEAL] EX-99.3 4 SECRETARY'S CERTIFICATE 1 Page 11 of 12 Pages Exhibit 3 ASSISTANT SECRETARY'S CERTIFICATE OF VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC. I, James J. Boyne, the duly elected and appointed Assistant Secretary of Van Kampen American Capital Asset Management, Inc., a Delaware corporation (the "Corporation"), hereby certifies that: a) Attached hereto, as Exhibit A, is a true and correct copy of the Consent in Lieu of the Meeting of the Board of Directors of the Corporation authorizing the proper signatories to sign Section 13 and Section 16 filings under the Securities Exchange Act of 1934. IN WITNESS WHEREOF, the Corporation has caused this certificate of the Assistant Secretary to be signed by James J. Boyne on this 12th day of February, 1997. /s/ JAMES J. BOYNE -------------------------- James J. Boyne 2 Page 12 of 12 Pages CONSENT IN LIEU OF A MEETING OF THE BOARD OF DIRECTORS OF VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC. (a Delaware corporation) The undersigned, being all of the members of the Board of Directors of Van Kampen American Capital Asset Management, Inc., a Delaware corporation (the "Corporation"), in lieu of holding a special meeting of the Board of Directors of the Corporation, hereby adopt the following resolutions by unanimous written consent pursuant to Section 141(f) of the General Corporation Law of the State of Delaware: RESOLVED, that any Vice President, Harold J. Schaaff, Jr., and Donald P. Ryan (the "Proper Officers") are each authorized to sign on behalf of the Corporation any reports to be filed under Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, with the Securities and Exchange Commission, each such authorization to cease automatically upon such individual's termination of employment with any affiliate of the Corporation; and FURTHER RESOLVED, that all prior actions taken by the Proper Officers that are within the authority conferred by the foregoing resolution are approved, ratified and confirmed in all respects; and FURTHER RESOLVED, that any and all actions to be taken, caused to be taken or heretofore taken by any officer of the Corporation in executing any and all documents, agreements and instruments and in taking any and all steps (including the payment of all expenses) deemed by such officer as necessary or desirable to carry out the intents and purposes of the foregoing resolutions are authorized, ratified and confirmed. The actions taken by this consent shall have the same force and effect as if taken at a special meeting of the Board of Directors duly called and constituted pursuant to the By-Laws of the Corporation and the laws of the State of Delaware. This consent may be executed in two or more counterparts, each of which shall be deemed an original for all purposes, and together shall constitute one and the same Consent. IN WITNESS WHEREOF, the undersigned have executed this consent of the Board of Directors as of the 11th day of February, 1997. -----END PRIVACY-ENHANCED MESSAGE-----