-----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, O2Sgp1WDPqlj//YPBypSELS5OzHSQ/R98GK5aCXgS83fJU6JQu6rdR9LLo3XD+CX nTslmZ0xx7ZyiBScSeQeuA== 0001019056-97-000218.txt : 19970918 0001019056-97-000218.hdr.sgml : 19970918 ACCESSION NUMBER: 0001019056-97-000218 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970917 SROS: NASD FILER: 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: S-3/A SEC ACT: SEC FILE NUMBER: 333-31939 FILM NUMBER: 97681449 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 S-3/A 1 FORM S-3/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1997 REGISTRATION NO. 333-31939 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ================================================================================ FORM S-3/A AMENDMENT NO. 2 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- ATLANTIC GULF COMMUNITIES CORPORATION (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) ------------- 2601 South Bayshore Drive Miami, Florida 33133-5461 (305) 859-4000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) -------------- 59-0720444 (I.R.S. Employer Identification No.) Thomas W. Jeffrey Executive Vice President 2601 South Bayshore Drive Miami, Florida 33133-5461 (305) 859-4000 (Name, address, including zip code and telephone number including area code, of agent for service) THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO: Carter Strong, Esq. Arent Fox Kintner Plotkin & Kahn 1050 Connecticut Avenue, N.W. Washington, D.C. 20036-5339 (202) 857-6252 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended ("Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 343, please check the following box. [ ] The registrant hereby amends the registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE. EXHIBITS: *4 (a) Amended and Restated Certificate of Incorporation of the Registrant. *(b) Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 1-8967)). *(c) Form of Statements of Preferences and Rights establishing Series A Preferred Stock and Series B Redeemable Preferred Stock (included in Exhibit 4(a)). *(d) Form of Subscription Agreement between the Company and American Stock Transfer & Trust Company, Subscription Agent. *(e) Form of Letter to Stockholders. *(f) Form of Subscription Certificate. *(g) Form of Instructions as to Use of Subscription Certificates. *(h) Form of Letter to Brokers. *(i) Form of Letter to Clients. *(j) Form of Letter to Foreign Stockholders. *(k) Form of Notice of Guaranteed Delivery. *(l) Form of Guidelines to Form W-9. *(m) Form of DTC Participant Oversubscription Exercise Form. 5 Opinion of Arent Fox Kintner Plotkin & Kahn concerning legality of securities being registered. *10 (a) Investment Agreement (Exhibit EX-1 to the Company's Current Report on Form 8-K filed February 18, 1997), as amended and restated as of May 15, 1997 (Exhibit EX-1 to the Company's Current Report on Form 8-K filed June 5, 1997). *(b) Secured Agreement (Exhibit EX-6 to the Company's Current Report on Form 8-K filed February 18, 1997), as amended and restated as of May 15, 1997. *12 Computation of Ratio of Earnings to Fixed Charges. 23 Consents of experts and counsel: (a) Arent Fox Kintner Plotkin & Kahn (included in Exhibit 5) *(b) Ernst & Young - -------------- * Previously filed. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Miami, State of Florida, on this 16th day of September, 1997. ATLANTIC GULF COMMUNITIES CORPORATION By:/s/ Thomas W. Jeffery ------------------------------------------------- Thomas W. Jeffrey, Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on September 16th, 1997 by or on behalf of the following persons in the capacities indicated: SIGNATURES TITLE ---------- ----- *--------------------------- Chairman of the Board, J. Larry Rutherford President and Chief Executive Officer, Director /s/ Thomas W. Jeffrey - --------------------------- Executive Vice President and Chief Thomas W. Jeffrey Financial Officer *--------------------------- Vice President and Controller (Principal Callis N. Carleton Accounting Officer) - --------------------------- Director Lee Neibart SIGNATURES TITLE ---------- ----- *--------------------------- Director Gerald N. Agranoff *--------------------------- Director James M. DeFrancia *--------------------------- Director Charles K. MacDonald - ---------- * pursuant to power of attorney EXHIBIT INDEX *4 (a) Amended and Restated Certificate of Incorporation of the Registrant. *(b) Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 1-8967)). *(c) Form of Statements of Preferences and Rights establishing Series A Preferred Stock and Series B Redeemable Preferred Stock (included in Exhibit 4(a)). *(d) Form of Subscription Agreement between the Company and American Stock Transfer & Trust Company, Subscription Agent. *(e) Form of Letter to Stockholders. *(f) Form of Subscription Certificate. *(g) Form of Instructions as to Use of Subscription Certificates. *(h) Form of Letter to Brokers. *(i) Form of Letter to Clients. *(j) Form of Letter to Foreign Stockholders. *(k) Form of Notice of Guaranteed Delivery. *(l) Form of Guidelines to Form W-9. *(m) Form of DTC Participant Oversubscription Exercise Form. 5 Opinion of Arent Fox Kintner Plotkin & Kahn concerning legality of securities being registered. *10 (a) Investment Agreement (Exhibit EX-1 to the Company's Current Report on Form 8-K filed February 18, 1997), as amended and restated as of May 15, 1997 (Exhibit EX-1 to the Company's Current Report on Form 8-K filed June 5, 1997). *(b) Secured Agreement (Exhibit EX-6 to the Company's Current Report on Form 8-K filed February 18, 1997), as amended and restated as of May 15, 1997. *12 Computation of Ratio of Earnings to Fixed Charges. 23 Consents of experts and counsel: (a) Arent Fox Kintner Plotkin & Kahn (included in Exhibit 5) *(b) Ernst & Young - -------------- * Previously filed. EX-5 2 EXHIBIT 5 Exhibit 5 September 16, 1997 [ARENT FOX LETTERHEAD] The Board of Directors Atlantic Gulf Communities Corporation 2601 S. Bayshore Drive Miami, FL 33133-5461 Gentlemen: We have acted as counsel to Atlantic Gulf Communities Corporation (the "Company") with respect to the Company's Registration Statement on Form S-3, filed by the Company with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 1,000,000 rights (the "Rights"), 1,000,000 shares of Series B 20% Cumulative Redeemable Convertible Preferred Stock, par value $.01 per share (the "Preferred Shares"), 2,000,000 Warrants (the "Warrants"), and 3,739,130 shares of Common Stock (the "Common Shares"). As counsel to the Company, we have examined the Company's Amended and Restated Certificate of Incorporation and such records, certificates and other documents of the Company, as well as relevant statutes, regulations, published rulings and such questions of law, as we considered necessary or appropriate for the purpose of this opinion. We assume that, prior to the sale of any Preferred Shares, Warrants and Common Shares to which the Registration Statement relates, appropriate action will be taken to register and qualify such Shares for sale, to the extent necessary, under any applicable state securities laws. Based on the foregoing, we are of the opinion that the 1,000,000 Rights, the 1,000,000 Preferred Shares, the 2,000,000 Warrants, and the 3,739,130 Common Shares will be, upon issuance, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to our firm in the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations thereunder. Very truly yours, ARENT FOX KINTNER PLOTKIN & KAHN By: /s/ Carter Strong -------------------------- Carter Strong -----END PRIVACY-ENHANCED MESSAGE-----