AGLF - ATLANTIC GULF COMMUNITIES CORPORATION
Last press release - biz.yahoo.com
There were 12,393,399 shares of the Registrant's common stock, $.10 par value per share (the "Common Stock"), outstanding as of November 5, 1999.
The Company is a Florida-based, planned community development and asset management company. The Company's CORE BUSINESS consists of:
-PRIMARY MARKET OPERATIONS, consisting of the acquisition, development and sale of real estate projects ("PRIMARY PROJECTS") containing residential homesite components such as single-family lots, multi-family lots/units and residential tract sales ("HOMESITES") and/or non-residential components such as commercial, industrial, office and institutional ("COMMERCIAL DEVELOPMENT") in primary markets in Florida and other selected primary markets in the southeastern United States ("PRIMARY MARKETS").
- LUXURY/RESORT OPERATIONS, consisting of the acquisition, development and sale of real estate projects ("LUXURY/RESORT PROJECTS") in which the Company engages in one or more of the following activities: Homesite development, construction of VERTICAL RESIDENTIAL UNITS (i.e., single family housing, condominiums and timeshare units), and construction and operation of equity golf clubs and other amenities ("AMENITIES"). The Company's existing Luxury/Resort Projects are located in selected markets in Florida and Colorado ("LUXURY/RESORT MARKETS").
RECENT DEVELOPMENTS
STRATEGIC ALTERNATIVES INITIATIVE. On March 26, 1999, the Company publicly announced that (1) its Board of Directors had formed a Special Committee to explore strategic alternatives to maximize stockholder value and (2) it had retained BT Alex. Brown, a leading investment banking firm, to assist the Special Committee in reviewing strategic alternatives. The Company has explored, and is continuing to explore, with interested third parties various strategic alternative transactions, including, but not limited to, (1) a sale of all or substantially all of the Company's stock and/or assets, and/or (2) a management agreement/arrangement.
The Company is no longer exploring a merger, consolidation or other business combination, a joint venture or strategic alliance, and/or a corporate recapitalization, as previously reported. At this time the Company is focusing its efforts primarily on selling Predecessor Assets and Core Projects (other than Chenoa and West Bay Club) with the intent of using the net proceeds from such sales (after payment of transaction costs) to repay Project indebtedness and, to the extent of remaining net proceeds, to repay the Revolving Loan Facility and the Term Loan Facility, in that order.
The Board of Directors made the decision in the third quarter of fiscal 1999 (1) to further reduce its overhead costs, (2) to further reduce its staffing and to eliminate additional senior management positions, (3) to replace its President and Chief Executive Officer, (4) to terminate its headquarters lease in Miami, Florida, and to relocate its offices to Boca Raton, Florida, by December 1, 1999, (5) to begin selling Core Projects in the fourth quarter of fiscal 1999, (6) to use the net proceeds from such sales (after payment of transaction costs) to repay Project indebtedness and, to the extent of remaining net proceeds, to repay the Revolving Loan Facility and the Term Loan Facility, in that order, (7) to focus its attention on the development, build-out and sale of units at its two Luxury/Resort Projects, West Bay Club and Chenoa
Name and Address of Reporting Person
Elliott Associates, L.P. 712 Fifth Avenue New York, New York 10019
elliott-assoc.com
Title of Derivative Security (Instr. 3)
(a) Series B Class A Warrants (b) Series B Class B Warrants (c) Series B Class C Warrants 2.
(b) Conversion or Exercisable Price of Derivative Security (a) $4.78 (b) $4.78 (c) $4.78 3.
(c) Transaction Date (Month/Day/Year) (a) 12/30/99 (b) 12/30/99 (c) 12/30/99
Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4)
(a) 344,301 (b) 344,301 (c) 344,301
Morgan Stanley Dean Witter Investment Management Inc.
msdw.com
4,163,609
28.34%
Includes 1,317,553 shares, representing approximately 8.96% of the class, held by Morgan Stanley Dean Witter Institutional Fund, Inc. - US Real Estate Portfolio and 1,084,233 shares, representing approximately 7.38% of the class, held by Van Kampen Asset Management Life Investment Trust - Real Estate Securities Fund |
