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
Exhibit 9.2
FIRST AMENDMENT TO INVESTORS' AGREEMENT
This First Amendment to Investor Agreement ("First Amendment") is entered
into as of February 23, 1999, by and among the following:
Communities Investor Corp., a Delaware corporation (the "CIC") and each of
the stockholders of CIC identified as such on Schedule A hereto (each of whom is
referred to individually as a "CIC Stockholder" and collectively as the "CIC
Stockholders").
Communities Investor Limited Partnership, a Delaware limited partnership
("CILP") and each of the limited partners of CILP identified as such on Schedule
A hereto (each of whom is referred to individually as a "CILP Limited Partner"
and collectively as the "CILP Limited Partners").
Watermark Communities, Inc., formerly known as D & A Communities, Inc., a
Delaware corporation ("Watermark") and each of the stockholders of Watermark
identified as such on Schedule A hereto (each of whom is referred to
individually as a "Watermark Stockholder" and collectively as the "Watermark
Stockholders").
BankBoston, N.A., as Agent and SFT II, Inc. (together with any successors
and assigns, individually a "Lender" and collectively the "Lenders").
References herein to the CIC Stockholders, the CILP Limited Partners, the
Watermark Stockholders and the Lenders include their respective Permitted
Transferees (as defined below).
RECITALS:
The parties entered into an Investors' Agreement dated November 30, 1998
under which they agreed among other things, to certain voting agreements,
including the election of up to 7 directors for Watermark and to certain
management controls, including a requirement that all subsidiaries of Watermark
would have the same board of directors as Watermark.
The parties now wish to provide for (i) the election of up to 9 directors
and (ii) those certain subsidiaries which must have the same board of directors
as Watermark and to make certain conforming changes.
NOW THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereto agree as follows.
1. Section 7.1 (a) is deleted and the following Section 7.1(a) is substituted
therefor:
"(a) A Watermark Board of not less than 5 members and not more than
9 members,"
2. Section 7.1(b)(vi) is deleted and the following Section 7.1(b)(vi) is
substituted therefor:
"(vi) Up to four directors designated by a majority of the persons
referred to in paragraphs (i) through (v) above, except as provided in
Section 7.1(c).
3. Section 7.1(d) is deleted and the following Section 7.1(d) is substituted
therefor:
"(d) The composition of the board of directors of Newco's operating
subsidiaries which are substantial corporate divisions or a substantial
portion of Newco's business, including, but not limited to, Investors of
WCI, Inc., Florida Design Communities, Inc. and Bay Colony-Gateway, Inc.,
(each such board, a 'Sub Board") shall be the same as that of the Newco
Board. The decision of at least three of the holders of a majority of the
Bishop Interests, CVC Interests, MacArthur Interest and the Management
Interests shall control any question as to whether a Newco subsidiary is
governed by this Section 7.1(d)."
4. Section 7.1)f) is deleted and the following Section 7.1(f) is substituted
therefor:
"(f) Any directors designated under Section 7.1(b)(i) through (v) or
Section 7.1(c) shall be removed from the Newco Board, a Sub Board or any
committee thereof (with or without cause) only at the written request of
the Equity Owner or a majority of the Equity Owners which have the right
to designate such director hereunder, but only upon such written request
and under no other circumstances (in each applicable case, determined on
the basis of a vote or consent of the relevant Equity Owners). Any
director designated under Section 7.1(b)(vi) may be removed from the Newco
Board, a Sub Board or any committee thereof (with or without cause) at any
time upon the concurrence of at least three of the holders of a majority
of the Bishop Interests, CVC Interests, MacArthur Interests and the
Management Partners as described in Section 7.3, and the Equity Owners of
Newco agree to vote all Interests in Newco to remove such directors."
5. Section 7.1(k) is added as follows:
"(k) Each Equity Owner shall vote all Interests over which such
Equity Owner has voting control, and shall take all other necessary or
desirable actions within such Equity Owner's control and Newco shall take
all necessary and desirable actions within its control so as (x) to fill
any vacancy created in the directorship seat under Sections 7.1(b)(i)
through (v) with a replacement designated in accordance with the
applicable paragraph (i) through (v) and (y) to fill any vacancy created
in a directorship seat under Section 7.1(b)(vi) with a successor to the
extent designated by the appropriate directors thereunder.
6. Sections 7.3(k) and 7.3(l) are added as follows:
"(k) Removal in accordance with Section 7.1 (f) of any director who
was designated to serve under Section 7.1(b)(vi).
(l) Election of any individual to a directorship seat referred to in
Section 7.1(b)(vi) of this Agreement."
2
7. Ratification. Except as amended by this First Amendment, the Investors'
Agreement is hereby ratified and confirmed and shall remain in full force and
effect.
8. Counterparts. This Agreement may be executed in two (2) or more counterparts
and each counterpart shall be deemed to be an original and which counterparts
together shall constitute one and the same agreement of the parties.
9. Section Headings. Headings contained in this Agreement are inserted only as a
matter of convenience and in no way define, limit or extend the scope or intent
of this Agreement or any provision hereof.
IN WITNESS WHEREOF, each of the parties has executed this First Amendment,
as of the date and year first above written.
COMMUNITIES INVESTOR CORP.,
a Delaware corporation
By: /s/ Vivien Hastings
----------------------------------------------
Its: Vice President
----------------------------------------------
HARTSEL RANCH CORPORATION
By: /s/ Joshua S. Mintz
----------------------------------------------
Its: President
----------------------------------------------
KAMEHAMEHA ACTIVITIES ASSOCIATION
By: /s/ Wallace G. K. Chin
----------------------------------------------
Its: President
----------------------------------------------
CCT Partners II, L.P.
Natasha Partnership
63 BR Partnership
Jeanne Blasberg, as Trustee of Thomas F. McWilliams
Flint Trust dated October 27, 1998
Alchemy L.P.
David F. Thomas
3
James A. Urry
John D. Weber
Noelle M. Cournoyer
By: /s/ Court Square Capital Limited,
as Attorney-In-Fact
/s/ Thomas F. McWilliams
-----------------------------------------------
CITICORP VENTURE CAPITAL, LTD.
By: /s/ Thomas F. McWilliams
----------------------------------------------
Its: Managing Director
----------------------------------------------
COMMUNITIES INVESTOR LIMITED PARTNERSHIP,
a Delaware limited partnership
By: COMMUNITIES INVESTOR CORP.
Its: General Partner
By: /s/ Vivien Hastings
-----------------------------------------
Its: Vice President
-----------------------------------------
4
JOHN D. AND CATHERINE T. MACARTHUR
FOUNDATION
By: /s/ [Lyn Hutton]
----------------------------------------------
Its: Vice President
----------------------------------------------
BANCBOSTON INVESTMENTS, INC.
By:
----------------------------------------------
Its:
----------------------------------------------
WATERMARK COMMUNITIES, INC. (formerly D & A
Communities, Inc.)
By: /s/ Alfred Hoffman, Jr.
----------------------------------------------
Its: Chief Executive Officer
----------------------------------------------
/s/ Alfred Hoffman, Jr.
---------------------------------------------------
Alfred Hoffman, Jr.
/s/ Don E. Ackerman
---------------------------------------------------
Don E. Ackerman
/s/ Matthew Hoffman
---------------------------------------------------
Matthew Hoffman
/s/ Elisabeth Hoffman
---------------------------------------------------
Elisabeth Hoffman
/s/ Melissa Hoffman
---------------------------------------------------
Melissa Hoffman
/s/ Elisabeth Hoffman
---------------------------------------------------
Elisabeth Hoffman, as Personal Representative
of the Estate of Marcia Hoffman
5
/s/ Benno Schmidt
---------------------------------------------------
Benno Schmidt, by Edward V. Ryan,
his Attorney-In-Fact
/s/ E. Leslie Peter
---------------------------------------------------
E. Leslie Peter
Ackerman Family Limited Partnership, by its General
Partner, Chandelle Ventures, Inc.
By: /s/ Don E. Ackerman
---------------------------------------------------
Don E. Ackerman, its President
/s/ Don E. Ackerman
---------------------------------------------------
Don E. Ackerman, as Trustee of the Don E. Ackerman
Trust U/T/A dated 12/14/96
SFT II, INC.
By: /s/ Jay Sugarman
---------------------------------------------------
Its: President and Chief Executive Officer
---------------------------------------------------
BANKBOSTON, N.A.
By:
---------------------------------------------------
Its:
---------------------------------------------------
6
SCHEDULE A
COMMUNITIES INVESTOR CORP.
CIC STOCKHOLDERS:
HARTSEL RANCH CORPORATION
KAMEHAMEHA ACTIVITIES ASSOCIATION
CCT PARTNERS II, L.P.
63 BR PARTNERSHIP
ALCHEMY L.P.
DAVID F. THOMAS
JAMES A. URRY
JOHN D. WEBER
NOELLE M. COURNOYER
CITICORP VENTURE CAPITAL, LTD.
COMMUNITIES INVESTOR LIMITED PARTNERSHIP
CILP LIMITED PARTNERS:
JOHN D. AND CATHERINE T. MACARTHUR
FOUNDATION
KAMEHAMEHA ACTIVITIES ASSOCIATION
CITICORP VENTURE CAPITAL LTD.
CCT PARTNERS II, L.P.
NATASHA PARTNERSHIP
JEANNE BLASBERG, AS TRUSTEE OF THE THOMAS F. MCWILLIAMS
7
FLINT TRUST DATED OCTOBER 27, 1998
DAVID F. THOMAS
JAMES A. URRY
JOHN D. WEBER
NOELLE M. COURNOYER
BANCBOSTON INVESTMENTS, INC.
ALFRED HOFFMAN, YR.
ACKERMAN FAMILY PARTNERSHIP
E. LESLIE PETER
WATERMARK COMMUNITIES, INC.
WATERMARK STOCKHOLDERS:
ALFRED HOFFMAN, JR.
DON E. ACKERMAN
DON E. ACKERMAN, AS TRUSTEE OF THE DON E. ACKERMAN
TRUST U/T/A DATED 12/14/16
MATTHEW HOFFMAN
ELISABETH HOFFMAN,
MELISSA HOFFMAN
ELISABETH HOFFMAN, AS PERSON REPRESENTATIVE OF THE
ESTATE OF MARCIA HOFFMAN
BENNO SCHMIDT
E. LESLIE PETER
COMMUNITIES INVESTOR LIMITED PARTNERSHIP
8
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 4/6/01 | | | | | | | None on these Dates |
| | 2/23/99 | | 1 |
| | 11/30/98 | | 1 |
| | 10/27/98 | | 3 | | 8 |
| List all Filings |
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