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Wci Communities Inc – ‘S-4’ on 4/6/01 – EX-3.34

On:  Friday, 4/6/01, at 5:33pm ET   ·   Accession #:  950123-1-3217   ·   File #:  333-58500

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/06/01  Wci Communities Inc               S-4                  110:3.5M                                   RR Donnelley/FA

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Wci Communities, Inc. Etal                           272   1.46M 
 2: EX-1.1      Purchase Agreement                                    50    199K 
 3: EX-3.1      Certificate of Inc.: Wci Communities as Amended       19     73K 
12: EX-3.10     C.O.I.: Wi Ultracorp of Florida, Inc.                  1     29K 
13: EX-3.11     A.O.I.: Bay Colony of Naples, Inc.                     2     32K 
14: EX-3.12     A.O.I.: Bay Colony Realty Associates, Inc.             1     26K 
15: EX-3.13     A.O.I.: Communities Amenities, Inc.                    3     32K 
16: EX-3.14     A.O.I.: Communities Home Builders, Inc.                3     32K 
17: EX-3.15     A.O.I.: Coral Ridge Communities, Inc.                  4     37K 
18: EX-3.16     A.O.I.: Coral Ridge Properties, Inc.                   7     46K 
19: EX-3.17     A.O.I.: Coral Ridge Realty, Inc., as Amended          12     61K 
20: EX-3.18     A.O.I.: Coral Ridge Realty Sales, Inc.                 9     50K 
21: EX-3.19     A.O.I.: Financial Resources Group, Inc.                3     31K 
 4: EX-3.2      Restated C.O.I.: Bay Colony-Gateway, Inc.             17     77K 
22: EX-3.20     A.O.I.: Florida Design Communities, Inc. as Amend      7     44K 
23: EX-3.21     A.O.I.: Florida Lifestyle Management Co., as Amndd    10     45K 
24: EX-3.22     A.O.I.: Florida National Properties, Inc.              4     36K 
25: EX-3.23     A.O.I.: Gateway Communities, Inc.                      2     32K 
26: EX-3.24     A.O.I.: Gateway Communications Services, Inc.          2     31K 
27: EX-3.25     A.O.I.: Gateway Realty Sales, Inc.                     3     31K 
28: EX-3.26     A.O.I.: Heron Bay, Inc.                                4     36K 
29: EX-3.27     A.O.I.: Heron Bay Golf Course Properties, Inc.         4     36K 
30: EX-3.28     A.O.I.: Jyc Holdings, Inc.                             3     33K 
31: EX-3.29     A.O.I.: Livingston Naples, Inc., as Amended            4     35K 
 5: EX-3.3      Certificate of Formation of Communities Finance        4     31K 
32: EX-3.30     A.O.I.: Livingston Road, Inc.                          3     34K 
33: EX-3.31     A.O.I.: Marbella at Pelican Bay, Inc.                  3     33K 
34: EX-3.32     A.O.I.: Pelican Bay Properties, Inc.                   3     34K 
35: EX-3.33     A.O.I.: Pelican Landing Communities, Inc.              1     29K 
36: EX-3.34     A.O.I.: Pelican Landing Properties, as Amended         9     44K 
37: EX-3.35     A.O.I.: Pelican Marsh Properties, Inc.                 2     30K 
38: EX-3.36     A.O.I.: Sarasota Tower, Inc.                           3     33K 
39: EX-3.37     A.O.I.: Sun City Center Realty, Inc., as Amended       8     41K 
40: EX-3.38     A.O.I.: the Colony at Pelican Landing Golf Club        2     33K 
41: EX-3.39     A.O.I.: Tarpon Cove Yacht & Racquet Club, Inc.         5     40K 
 6: EX-3.4      C.O.I.: First Fidelity Title, Inc.                    12     62K 
42: EX-3.40     A.O.I.: Tarpon Cove Realty, Inc.                       2     30K 
43: EX-3.41     A.O.I.: Watermark Pools, Inc.                          3     33K 
44: EX-3.42     A.O.I.: Watermark Realty Referral, Inc., as Amndd      5     38K 
45: EX-3.43     A.O.I.: Wci Communities Property Management, Inc.      3     33K 
46: EX-3.44     A.O.I.: Wci Golf Group, Inc.                           3     34K 
47: EX-3.45     A.O.I.: Wci Homes, Inc.                                3     33K 
48: EX-3.46     A.O.I.: Wci Realty, Inc.                               2     30K 
49: EX-3.47     A/R By-Laws: Wci Communities, Inc.                    14     74K 
50: EX-3.48     A/R By-Laws: Bay Colony-Gateway, Inc.                 29     82K 
51: EX-3.49     Limited Liability Co Agreement: Comm Fin Co, LLC      10     60K 
 7: EX-3.5      Certificate of Formation of Panther Developments       3     31K 
52: EX-3.50     By-Laws of First Fidelity Title, Inc.                 28     75K 
53: EX-3.51     Limited Liability Co Agreement: Panther Develop        9     61K 
54: EX-3.52     By-Laws of Pelican Landing Golf Resort Ventures       13     72K 
55: EX-3.53     By-Laws of Sun City Center Golf Properties, Inc.      16     74K 
56: EX-3.54     By-Laws of Tiburon Golf Ventures, Inc.                12     63K 
57: EX-3.55     By-Laws of Watermark Realty, Inc.                     16     74K 
58: EX-3.56     By-Laws of Wi Ultracorp of Florida, Inc.              10     59K 
59: EX-3.57     By-Laws of Bay Colony of Naples, Inc.                 14     74K 
60: EX-3.58     By-Laws of Bay Colony Realty Associates, Inc.         10     52K 
61: EX-3.59     By-Laws of Communities Amenities, Inc.                 7     51K 
 8: EX-3.6      C.O.I.: Pelican Landing Golf Resort Ventures, Inc.     4     40K 
62: EX-3.60     By-Laws of Communities Home Builders, Inc.             7     51K 
63: EX-3.61     By-Laws of Coral Ridge Communities, Inc.               7     50K 
64: EX-3.62     By-Laws of Coral Ridge Properties, Inc.               18     50K 
65: EX-3.63     By-Laws of Coral Ridge Realty, Inc.                   11     54K 
66: EX-3.64     By-Laws of Coral Ridge Realty Sales, Inc.             10     55K 
67: EX-3.65     By-Laws of Financial Resources Group, Inc.            14     74K 
68: EX-3.66     By-Laws of Florida Design Communities, Inc.           16     71K 
69: EX-3.67     A/R By-Laws of Florida Lifestyle Management Co        25     64K 
70: EX-3.68     By-Laws of Florida National Properties, Inc.           7     50K 
71: EX-3.69     By-Laws of Gateway Communities, Inc.                  27     72K 
 9: EX-3.7      C.O.I.: Sun City Center Golf Properties, Inc.          7     47K 
72: EX-3.70     By-Laws of Gateway Communications Services, Inc.      16     69K 
73: EX-3.71     By-Laws of Gateway Realty Sales, Inc.                 13     71K 
74: EX-3.72     By-Laws of Heron Bay, Inc.                             7     50K 
75: EX-3.73     By-Laws of Heron Bay Golf Course Properties, Inc.     16     74K 
76: EX-3.74     By-Laws of Jyc Holdings, Inc.                          7     50K 
77: EX-3.75     By-Laws of Livingston Naples, Inc.                     7     51K 
78: EX-3.76     By-Laws of Livingston Road, Inc.                       7     50K 
79: EX-3.77     By-Laws of Marbella at Pelican Bay, Inc.               7     53K 
80: EX-3.78     By-Laws of Pelican Bay Properties, Inc.               11     44K 
81: EX-3.79     By-Laws of Pelican Landing Communities, Inc.           7     50K 
10: EX-3.8      C.O.I.: Tiburon Golf Ventures, Inc.                    4     40K 
82: EX-3.80     By-Laws of Pelican Landing Properties, Inc.           16     71K 
83: EX-3.81     By-Laws of Pelican Marsh Properties, Inc.             10     52K 
84: EX-3.82     By-Laws of Sarasota Tower, Inc.                        7     51K 
85: EX-3.83     A/R By-Laws of Sun City Center Realty, Inc.           26     65K 
86: EX-3.84     By-Laws of the Colony at Pelican Landing Golf Club    21     77K 
87: EX-3.85     By-Laws of Tarpon Cove Yacht & Racquet Club, Inc.     27     77K 
88: EX-3.86     By-Laws of Tarpon Cove Realty, Inc.                   10     52K 
89: EX-3.87     By-Laws of Watermark Pools, Inc.                       7     50K 
90: EX-3.88     By-Laws of Watermark Realty Referral, Inc.            16     74K 
91: EX-3.89     By-Laws of Wci Communities Property Management         7     50K 
11: EX-3.9      C.O.I.: Watermark Realty, Inc., as Amended             8     40K 
92: EX-3.90     By-Laws of Wci Golf Group, Inc.                        7     51K 
93: EX-3.91     By-Laws of Wci Homes, Inc.                             7     51K 
94: EX-3.92     By-Laws of Wci Realty, Inc.                           11     55K 
95: EX-4.1      Indenture                                            152    669K 
96: EX-4.3      Registration Rights Agreement                         32    132K 
97: EX-5.1      Opinion of Simpson Thacher & Bartlett                  6     39K 
98: EX-9.1      Investors' Agreement, Dated as of November 30, 98     27    108K 
99: EX-9.2      First Amendment to Investors' Agreement                8     49K 
100: EX-10.1     Primary Tax Allocation Agreement                      12     60K  
101: EX-10.2     3rd Con A/R Senior Secured Facilities Credit Agrmt   137    497K  
102: EX-10.3     Employment Agreement: Don E. Ackerman                 10     54K  
103: EX-10.4     Employment Agreement: Alfred Hoffman, Jr.             11     61K  
104: EX-12.1     Statement Re Computation of Ratios                     1     29K  
105: EX-21.1     Subsidiaries                                           2     30K  
106: EX-23.2     Consent of Pricewaterhousecoopers LLP                  1     27K  
107: EX-23.3     Consent of Kpmg LLP                                    1     27K  
108: EX-25.1     Form T-1                                              13     60K  
109: EX-99.1     Form of Letter of Transmittal                         14     95K  
110: EX-99.2     Notice of Guaranteed Delivery                          3     36K  


EX-3.34   —   A.O.I.: Pelican Landing Properties, as Amended

EX-3.341st Page of 9TOCTopPreviousNextBottomJust 1st
 

EXHIBIT 3.34 ARTICLES OF INCORPORATION OF PELICAN'S NEST PROPERTIES, INC. The undersigned hereby associate themselves for the purpose of becoming a corporation under the laws of the State of Florida by and under the provisions of the Statutes of the State of Florida, providing for the formation, liability, rights, privileges and immunities of a corporation for profit. ARTICLE I The name of the corporation shall be: PELICAN'S NEST PROPERTIES, INC. ARTICLE II This corporation shall have perpetual existence unless sooner dissolved according to law. ARTICLE III The corporation may engage in any activity of business permitted under the laws of the United States and of the Laws of the State of Florida. Page 1 of 7
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ARTICLE IV AUTHORIZED SHARES Number. The aggregate number of shares that the corporation shall have the authority to issue is five-thousand (5,000) shares of Capital Stock with a par value of One Dollar ($1.00) per share. Initial Issue. Five hundred (500) shares of the Capital Stock of the corporation shall be issued for cash par value of One Dollar ($1.00) per share. State Capital. The sum of the par value of all shares of Capital Stock of the corporation that have been issued shall be the stated capital of the corporation at any particular time. Dividends. The holders of the outstanding capital stock shall be entitled to receive, when and as declared by the Board of Directors, dividends payable either in cash, in property, or in shares of the capital stock of the corporation. No classes of stock. The shares of the corporation are not to be divided into classes. No shares in series. The corporation is not authorized to issue shares in series. ARTICLE V The initial street address in Florida of the initial registered office of the corporation is 801 Laurel Oak Drive, Suite 500, Naples, Florida, 33963, and the name of the initial registered agent at such address is Sam Crouch. Page 2 of 7 1221.1a1
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ARTICLE VI The initial board of directors shall consist of three (3) members, who need not be residents of the State of Florida or shareholders of the corporation. ARTICLE VII The names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders, or until their successors shall have been elected and qualified, are as follows: Sam Crouch - 801 Laurel Oak Drive, Suite 500, Naples, FL 33963 Iain Mossman - 801 Laurel Oak Drive, Suite 500, Naples, FL 33963 Joseph C. Schwantes - 1625 Hendry St., #201, Ft. Myers, FL 33901 ARTICLE VIII The names and addresses of the initial incorporators are as follows: Sam Crouch - 801 Laurel Oak Drive, Suite 500, Naples, FL 33963 Iain Mossman - 801 Laurel Oak Drive, Suite 500, Naples, FL 33963 Joseph C. Schwantes - 1625 Hendry St., #201, Ft. Myers, FL 33901 page 3 of 7 1221.1a1
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ARTICLE IX Three-fourths (3/4) of the stockholders of the corporation shall be required for any shareholder action. ARTICLE X Upon Resolution of the Board of Directors these Articles of Incorporation may be amended in the manner provided by law. Every amendment shall be approved by the stockholders at a stockholders meeting by vote of the stockholders voting the majority of the stock capable of being voted, unless all stockholders sign a written agreement manifesting their intention that a certain amendment of these Articles of Incorporation be made. ARTICLE XI Every Director and every Officer of the Corporation (and the Directors and/or officers as a group) shall be indemnified by the Corporation against all the expenses and liabilities, including council fees (at all trials and appellate levels) reasonably incurred by or imposed upon such person or persons in connection with any claim, proceeding, litigation or settlement in which they may become involved by reason of being or having a Director or Officer of the Corporation. The foregoing provisions for indemnification shall apply whether or not such person is a Director or Officer at the time such expenses are incurred. Notwithstanding the above, in instances Page 4 of 7 1221.1a1
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where a Director or Officer admits or is adjudged guilty by a court of competent jurisdiction of willful misfeasance or malfeasance in the performance of these articles shall not apply. Otherwise, the foregoing rights to indemnification shall be in addition to and not exclusive of any and all right of indemnification to which a Director or Officer may be entitled, whether by statute or common law. No amendment to this article which reduces or restricts the indemnity created herein may be adopted without the prior consent of each and every Director and Officer (whether current of former) affected by such amendment. ARTICLE XIII A. No contract or transaction between the corporation and one or more of its Directors or Officers, or between the corporation and any other corporation, partnership, association or other organization in which one or more of its Directors or Officers are directors or officers or have a financial interest, shall be invalid, void or voidable solely for this reason, or solely because the Director or Officer is present at or participates in the meeting of the Board or a committee thereof which authorized the contract or transaction, or solely because his or their votes are counted for such purpose. No Director or Officer of the corporation shall incur liability by reason of the fact that he is or may be interested in any such contract or transaction. Page 5 of 7 1221.1a1
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B. Interested Directors may by counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorized the contract or transaction. ARTICLE XIV The holders of the common stock of this corporation shall have preemptive rights to purchase, at prices, terms and conditions that shall be fixed by the Board of Directors, such as the shares of the stock of this corporation as may be issued for money, or any property or services from time to time, in addition to that stock authorized and issued by the corporation. The preemptive right of any holder is determined by the ratio of the authorized and issued shares of common stock held by the holder. IN WITNESS WHEREOF, THE UNDERSIGNED have made and subscribed to these Articles of Incorporation at Naples, Florida, this 19th day of February, 1988. /s/ SAM CROUCH ----------------------- Sam Crouch /s/ IAIN MOSSMAN ----------------------- Iain Mossman /s/ JOSEPH C. SCHWANTES ----------------------- Joseph C. Schwantes Page 6 of 7
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STATE OF FLORIDA ) COUNTY OF COLLIER ) Before me, the undersigned authority, personally appeared Sam Crouch, who is to me well-known to be the person described in and who subscribed the above Articles of Incorporation, and he did freely and voluntarily acknowledge before me according to law that he made and subscribed the same for the uses and purposes therein mentioned and set forth. IN WITNESS WHEREOF, I have hereunto set my hand and my official seal at Naples, in said County and State this 3rd day of February, 1988. /s/ [SIGNATURE ILLEGIBLE] ------------------------------------ Notary Public [SEAL] STATE OF FLORIDA ) COUNTY OF COLLIER ) Before me, the undersigned authority, personally appeared Iain Mossman, who is to me well-known to be the person described in and who subscribed the above Articles of Incorporation, and he did freely and voluntarily acknowledge before me according to law that he made and subscribed the same for the uses and purposes therein mentioned and set forth. IN WITNESS WHEREOF, I have hereunto set my hand and my official seal at Naples, in said County and State this 3rd day of February, 1988. /s/ [SIGNATURE ILLEGIBLE] ------------------------------------ Notary Public [NOTARY SEAL] STATE OF FLORIDA ) COUNTY OF COLLIER ) Before me, the undersigned authority, personally appeared Joseph C. Schwantes, who is to me well-known to be the person described in and who subscribed the above Articles of Incorporation, and he did freely and voluntarily acknowledge before me according to law that he made and subscribed the same for the uses and purposes therein mentioned and set forth. IN WITNESS WHEREOF, I have hereunto set my hand and my official seal at Naples, in said County and State this 19th day of February, 1988. /s/ [SIGNATURE ILLEGIBLE] ------------------------------------ Notary Public [SEAL] Page 7 of 7
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ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF PELICAN'S NEST PROPERTIES, INC. We, the undersigned, constituting all of the directors of Pelican's Nest Properties, Inc., a Florida corporation, hereby consent to, and authorize, an amendment to the Articles of Incorporation of the corporation as follows: 1. By striking out in its entirety Articles I of the Articles of Incorporation, and by substituting and inserting in lieu thereof a new Article I to read as follows: The name of the corporation shall be: PELICAN LANDING PROPERTIES, INC. 2. This amendment is made by the directors prior to issuance of any shares. IN WITNESS WHEREOF, we manifest our intention to amend the Articles of Incorporation by signing this Statement of Amendment as of January 10, 1990. Such amendment shall be effective January 10, 1990. /s/ A. J. CARLSON /s/ S. L. CROUCH ---------------------- -------------------------- A. J. Carlson S. L. Crouch /s/ I. MOSSMAN ---------------------- I. Mossman
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STATE OF FLORIDA COUNTY OF COLLIER Before me, the undersigned officer, personally appeared A. J. Carlson, as Director, Secretary and Treasurer of Pelican's Nest Properties, Inc., S.L. Crouch, as Director and President of Pelican's Nest Properties, Inc. and I. Mossman, as Director and Vice President of Pelican's Nest Properties, Inc., to me well known to be the persons described in and who executed the foregoing instrument, and acknowledged before me that they executed said instrument. WITNESS my hand and official seal in the County and State last aforesaid this 10 day of January, 1990. /s/ [SIGNATURE ILLEGIBLE] [SEAL] ------------------------- Notary Public My Commission Expires:
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