-----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, SbzkpvGlvZAdp+jot/Ak5kq0aPc7n9bjqtRR/IzILr6paFnfRLghEY9cXZwq63AA geG7Ki7uIPDqzOEb+A+ejQ== 0001019056-99-000198.txt : 19990403 0001019056-99-000198.hdr.sgml : 19990403 ACCESSION NUMBER: 0001019056-99-000198 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990326 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990401 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: 8-K SEC ACT: SEC FILE NUMBER: 001-08967 FILM NUMBER: 99584205 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 8-K 1 FORM 8-K 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): March 26, 1999 ------------------------------- ATLANTIC GULF COMMUNITIES CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-8967 59-0720444 - -------------------------------------------------------------------------------- (State or Other Juris- (Commission File (IRS Employer diction of Incorporation) Number) Identification No.) 2601 South Bayshore Drive Miami, Florida 33133-5461 - -------------------------------------------------------------------------------- (Address of Principal (Zip Code) Executive Offices) (305) 859-4000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS On Friday, March 26, 1999, the Registrant issued the press release attached hereto as Exhibit 99.1, which is incorporated herein by reference. The press releases announces that, in response to certain expressions of interest received by the Registrant, the Board of Directors of the Registrant has appointed a Special Committee to explore strategic alternatives to maximize stockholder value and has retained BT Alex. Brown, a leading investment banking firm, to assist the Special Committee in reviewing possible strategic alternatives. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press release issued March 26, 1999, by the Registrant announcing that, in response to certain expressions of interest received by the Registrant, the Board of Directors of the Registrant has appointed a Special Committee to explore strategic alternatives to maximize stockholder value and has retained BT Alex. Brown, a leading investment banking firm, to assist the Special Committee in reviewing possible strategic alternatives. 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 ---------------------------------------------- Date: March 31, 1999 By: Thomas W. Jeffrey Title: Executive Vice President and Chief Financial Officer EX-99.1 2 EXHIBIT 99.1 FOR IMMEDIATE RELEASE FROM: ATLANTIC GULF COMMUNITIES CORPORATION CONTACT: THOMAS W. JEFFREY TELEPHONE: 305-859-4398 FAX: 305-859-4623 WEB PAGE: HTTP://WWW.ATLANTICGULF.COM ATLANTIC GULF COMMUNITIES CORPORATION TO EXPLORE STRATEGIC ALTERNATIVES MIAMI, FLORIDA, FRIDAY, MARCH 26, 1999: J. Larry Rutherford, the President, Chief Executive Officer and Chairman of the Board of Atlantic Gulf Communities Corporation (OTCBB:AGLF), announced today that the Board of Directors of the Company has appointed a Special Committee of the Board to explore strategic alternatives to maximize stockholder value. Mr. Rutherford explained: "In response to certain expressions of interest received by the Company, the Board has asked the Special Committee to explore possible strategic alternatives involving the Company and its business. The Board has retained BT Alex. Brown, a leading investment banking firm, to assist the Special Committee in reviewing possible strategic alternatives. Although the Special Committee and the Board will consider various alternatives, there can be no assurance that any transaction will materialize." Atlantic Gulf Communities Corporation is one of the Southeast's largest residential real estate developers. The Company develops residential communities in many of Florida's most active markets, including Broward and Palm Beach Counties, Tampa, Orlando and Fort Myers/Naples, as well as projects in Raleigh-Durham, North Carolina, Dallas, Texas, and Aspen/Glenwood Springs, 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. THIS PRESS RELEASE INCLUDES "FORWARD LOOKING" STATEMENTS BASED ON MANAGEMENT'S EXPECTATIONS REGARDING, AND EVALUATIONS OF CURRENT INFORMATION ABOUT, THE COMPANY'S BUSINESS THAT INVOLVE RISKS AND UNCERTAINTIES, AND ARE SUBJECT TO FACTORS THAT COULD ADVERSELY AFFECT THE COMPANY'S ACTUAL FUTURE RESULTS (AND, POSSIBLY, AS A RESULT, THE COMPANY'S ABILITY TO CONSUMMATE A STRATEGIC TRANSACTION) AND COULD CAUSE THOSE RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN THE FORWARD LOOKING STATEMENTS, 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, (3) COMPETITIVE PRESSURES, (4) THE COMPANY'S OWN DEBT AND EQUITY CAPITAL STRUCTURE AND RELATED FINANCING AND REFINANCING CONTINGENCIES AND RESTRICTIONS, (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 AND (6) THE PERFORMANCE OF THE COMPANY'S CURRENT DEVELOPMENT PROJECTS. -----END PRIVACY-ENHANCED MESSAGE-----