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-3.34 | 1st Page of 9 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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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
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
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
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
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
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
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
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
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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