-----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, Ce4JG0wR34Dq1wgzOpnEGUHrofH1/IBlBgRT07z3aqmTTba0Wn8e1lS2oDgmtzlE bPohbAnSbol+ZlnkOiLnRQ== 0001019056-99-000410.txt : 19990705 0001019056-99-000410.hdr.sgml : 19990705 ACCESSION NUMBER: 0001019056-99-000410 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990702 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990702 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: 99658834 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): July 2, 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 Executive Offices) (Zip Code) (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 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. 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 ---------------------------------------------------- By: J. Larry Rutherford, President, Chief Executive Officer and Chairman of the Board EX-99.1 2 EXHIBIT 99.1 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. 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. -----END PRIVACY-ENHANCED MESSAGE-----