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-3.4 — C.O.I.: First Fidelity Title, Inc.
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Exhibit 3.4
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/15/1995
950132397 - 2512706
CERTIFICATE OF INCORPORATION
OF
FIRST FIDELITY TITLE, INC.
ARTICLE ONE. The name of the Corporation is:
First Fidelity Title, Inc.
ARTICLE TWO. The address of its registered office in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle,
Zip Code 19805. The name of its registered agent at such address is Corporation
Service Company.
ARTICLE THREE. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
ARTICLE FOUR. The aggregate number of shares of stock which the
Corporation shall be authorized to issue is one hundred thousand (100,000), all
of which are designated as common stock and each share having a par value of
$0.01.
ARTICLE FIVE. The name and mailing address of the sole incorporator is as
follows:
Donald K. Basta 401 North Michigan Avenue
Suite 1900
Chicago, Illinois 60611
ARTICLE SIX. The Corporation is to have perpetual existence.
ARTICLE SEVEN. In furtherance and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized to make, alter or
repeal the by-laws of the Corporation.
ARTICLE EIGHT. Elections of directors need not be by written ballot unless
the by-laws of the corporation shall so provide.
ARTICLE NINE. The Corporation reserves the right to amend, alter, change
or repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders, directors, or any other person herein are granted subject to this
reservation.
ARTICLE TEN. 1. Limitation on Liability. A director of the Corporation
shall not be personally liable to the Corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of Delaware General Corporation Law, as the same exists or
hereafter may be amended, or (iv) for any transaction from which the director
derived an improper personal benefit. If the Delaware General Corporation Law
hereafter is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the Corporation, in
addition to the limitation on personal liability provided herein, shall be
eliminated or limited to the fullest extend permitted by the amended Delaware
General Corporation Law. Any repeal or modification of this subsection 1 by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.
2. Indemnification and Insurance. (a) Each person who was or is made a
party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an official
capacity as a director or officer or in any other capacity while serving as a
director or officer, shall be indemnified and held harmless by the Corporation
to the fullest extent authorized by the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director or officer and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that except as provided in subsection 2(b) of this Article Nine with respect to
proceedings seeking to enforce rights to indemnification, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof)
2
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this subsection 2 shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that if the General Corporation Law of the State of Delaware requires,
an advance payment of expenses incurred by a director or officer in his or her
capacity as a director of officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to any employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking by or on behalf of
such director or officer, to repay all amounts so advanced if it shall be
finally adjudicated that such director or officer is not to be indemnified
under this subsection 2 or otherwise.
(b) If a claim under subsection 2(a) is not paid in full by the
Corporation within thirty days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the General
Corporation Law of the State of Delaware for the corporation to indemnify the
claimant for the amount claimed. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or stockholders)
to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because the
claimant has met the applicable standard of conduct set forth in the General
Corporation Law of the State of Delaware, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel or
stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
(c) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
subsection 2 shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.
3
(d) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the General Corporation Law of the State of Delaware.
(e) The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification, and to the advancement
of expenses incurred in defending any proceeding to any employee or agent of
the Corporation to the fullest extent of the provisions of this subsection 2
with respect to the indemnification and advancement of expenses of directors
and officers of the Corporation.
(f) For purposes of this subsection 2, the term "Corporation" shall
include, in addition to the Corporation, any constituent corporation absorbed
in a consolidation or merger with the Corporation, to the extent such
constituent Corporation would have had power and authority to indemnify its
directors, officers, employees and agents if its separate existence had
survived.
ARTICLE ELEVEN. Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of Section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
4
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate, hereby declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this fourteenth day of June, 1995.
/s/ DONALD K. BASTA
--------------------------------
Donald K. Basta
5
CERTIFICATE OF MERGER
OF
COMMUNITIES TITLE INSURANCE AGENCY, INC.,
A FLORIDA CORPORATION,
INTO
FIRST FIDELITY TITLE, INC.,
A DELAWARE CORPORATION
Pursuant to the provisions of Section 252 of the General Corporation Law
of the State of Delaware and Sections 607.1101 and 607.1107 of the Florida
Statutes, the undersigned Delaware and Florida corporations hereby certify by
this Certificate of Merger as follows:
FIRST: The name of each constituent corporation and the surviving
corporation and the States under the laws of which they are respectively
organized are as follows:
1. COMMUNITIES TITLE INSURANCE AGENCY, INC. ("CTIA") is a corporation
organized and existing under the laws of the State of Florida, incorporated on
October 18, 1989 (Florida Corporate No. L23559); and
2. FIRST FIDELITY TITLE, INC. ("FIRST FIDELITY") is a corporation
organized and existing under the laws of the State of Delaware, incorporated on
June 15, 1995 (Delaware Corporate No. 2512706); and
3. The surviving corporation is FIRST FIDELITY TITLE, INC., a Delaware
corporation.
SECOND: The Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with Section 252 of the General Corporation Law of the State of
Delaware and Section 607.1103 of the Florida Statutes. The merger was approved
by the sole shareholder and Board of Directors of CTIA by Written Action in
Lieu of Meeting dated March 13, 2000. The merger was approved by the sole
shareholder and the Board of Directors of FIRST FIDELITY by Written Action in
Lieu of Meeting dated March 13, 2000. The laws of the State of Delaware and
State of Florida permit such a merger. The Certificate of Incorporation of
FIRST FIDELITY shall be the Certificate of Incorporation of the surviving
corporation.
THIRD: The effective date of the merger shall be as of the date of filing
of this Certificate of Merger with the Secretary of State of the State of
Delaware in accordance with the General Corporation Law of the State of
Delaware.
F0URTH: The Agreement and Plan of Merger annexed hereto as Exhibit "A" is
incorporated herein by reference in its entirety. The executed Agreement and
Plan of Merger is on file at the principal place of business of the surviving
corporation at the following address: 24301 Walden Center Drive, Suite 300,
Bonita Springs, Florida 34134. A copy of the Agreement and Plan of Merger will
be furnished by the surviving corporation, on request and without cost, to any
shareholder of either of the constituent corporations.
FIFTH: As required pursuant to Section 607.1107 of the Florida Statutes,
FIRST FIDELITY agrees that it may be served with process in the State of
Florida in any proceeding for the enforcement of any obligation of CTIA,
including but not limited to any obligation of CTIA arising from the merger and
including any suit or other proceeding to enforce the dissenters' rights of the
shareholders as determined pursuant to Sections 607.1301-607.1320 of the
Florida Statutes. FIRST FIDELITY agrees that it will promptly pay to any
dissenting shareholders the amount, if any, to which such dissenting
shareholders are entitled under Section 607.1302 of the Florida Statutes.
SIXTH: FIRST FIDELITY hereby irrevocably appoints the Secretary of State
of the State of Florida and the successors in such office, as its agent to
accept service of process in any suit or proceeding described in Item FIFTH
hereinabove.
It is requested that a copy of any notice, process or pleading served
hereunder be mailed to:
Vivien Hastings
24301 Walden Center Drive
Bonita Springs, FL 34134
IN WITNESS WHEREOF, each of the corporations party to the merger has
caused this Certificate and Articles of Merger to be executed on its behalf by
its duly authorized officer this 20th day of April, 2000.
COMMUNITIES TITLE FIRST FIDELITY TITLE, INC.,
INSURANCE AGENCY, INC., a Delaware corporation
a Florida corporation
By: /s/ JAMES D. CULLEN By: /s/ VIVIEN HASTINGS
----------------------------------- ----------------------------------
Print Name: James D. Cullen Print Name: Vivien Hastings
--------------------------- --------------------------
Title: VP Title: Vice President
-------------------------------- -------------------------------
STATE OF FLORIDA
COUNTY OF LEE
The foregoing instrument was acknowledged before me this 20 day of April,
2000, by James D. Cullen, as Vice President of COMMUNITIES TITLE INSURANCE
AGENCY, INC., a Florida corporation, on behalf of the corporation. He/She is
personally known to me or has produced ____________ as identification.
/s/ CARIN A. RUPP
-------------------------------------
NOTARY PUBLIC
[SEAL] Name: Carin A. Rupp
--------------------------------
Serial # CC 751157
-----------------------------
My Commission Expires: 12-8-2000
---------------
2
STATE OF FLORIDA
COUNTY OF LEE
The foregoing instrument was acknowledged before me this 20 day of April,
2000, by Vivien Hastings, as Vice President of FIRST FIDELITY TITLE, INC., a
Delaware corporation, on behalf of the corporation. He/She is personally known
to me or has produced __________ as identification.
/s/ CARIN A. RUPP
-------------------------------------
NOTARY PUBLIC
[SEAL] Name: Carin A. Rupp
--------------------------------
Serial # CC 751157
-----------------------------
My Commission Expires: 12-8-2000
---------------
3
Exhibit "A"
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER dated this 20th day of April, 2000,
between FIRST FIDELITY TITLE, INC., a Delaware corporation ("FIRST FIDELITY")
and COMMUNITIES TITLE INSURANCE AGENCY, INC., a Florida corporation ("CTIA")
(FIRST FIDELITY and CTIA being sometimes referred to herein as the "Constituent
Corporations").
WITNESSETH:
WHEREAS, FIRST FIDELITY is a corporation duly organized and existing under
the laws of the State of Delaware; and
WHEREAS, CTIA is a corporation duly organized and existing under the laws
of the State of Florida; and
WHEREAS, the Board of Directors and sole voting shareholder of each
Constituent Corporation deem it advisable for the general welfare of such
Constituent Corporation and its respective shareholders that CTIA be merged
into FIRST FIDELITY and have approved said merger;
NOW, THEREFORE, the Constituent Corporations hereby agree that CTIA shall
be merged with and into FIRST FIDELITY (sometimes referred to herein as the
"Surviving Corporation") in accordance with the applicable laws of the State of
Delaware and the State of Florida and the terms and conditions of the following
Plan of Merger:
ARTICLE I
THE CONSTITUENT CORPORATIONS
The names of the Constituent Corporations to the merger are FIRST FIDELITY
TITLE, INC., a Delaware corporation (Delaware Charter No. 2512706), and
COMMUNITIES TITLE INSURANCE AGENCY, INC., a Florida corporation (Florida
Charter No. L23559).
ARTICLE II
CAPITAL STOCK
The issued and outstanding capital stock of each Constituent Corporation
is as follows:
SECTION 2.1 CTIA is authorized to issue 10,000 shares of Common Stock,
par value $1.00 per share. As of the date hereof, 10,000 shares of Common Stock
are validly issued, outstanding and entitled to vote, all of which shares are
owned by a single shareholder ("Shareholder").
SECTION 2.2 FIRST FIDELITY is authorized to issue 100,000 shares of Common
Stock, par value $.01 per share. As of the date hereof, 4,350 shares of Common
Stock are validly issued, outstanding and entitled to vote, all of which shares
are owned by the Shareholder.
ARTICLE III
THE MERGER; THE SURVIVING CORPORATION
On the Effective Date, as hereinafter defined, CTIA shall be merger into
FIRST FIDELITY in accordance with the applicable provisions of Title 8,
Chapter 1 of the Delaware Code (the General Corporation Law of the State of
Delaware) and Chapter 607 of the Florida Statutes (the Florida Business
Corporation Act). FIRST FIDELITY shall be the surviving corporation, and shall
be governed by the laws of the State of Delaware.
ARTICLE IV
THE EFFECT OF THE MERGER
From and after the filing of the Certificate of Merger in accordance with
Article VIII hereof, the Constituent Corporations shall be a single
corporation, which shall be the Surviving Corporation. From and after such
filing, the separate existence of CTIA shall cease, while the corporate
existence of FIRST FIDELITY shall continue unaffected and unimpaired. The
Surviving Corporation shall have all the rights, privileges, immunities and
powers, and shall be subject to all the duties and liabilities, of a
corporation organized under the General Corporation Law of the State of
Delaware. The Surviving Corporation shall thereupon and thereafter possess all
the rights, privileges, immunities and franchises, of a public as well as a
private nature, of each of the Constituent Corporations. All property, real,
personal and mixed, and all debts on whatever account, all other causes in
action, and all and every other interest of or belonging to or due to each of
the Constituent Corporations, shall be taken and deemed to be transferred to
and vested in the Surviving Corporation without further act or deed. The title
to any real estate, or any interest therein, vested in either of the
Constituent Corporations shall not revert or be in any way impaired by reason
of such merger. The Surviving Corporation shall henceforth be responsible and
liable for all the liabilities and obligations of each of the Constituent
Corporations, and any claim existing or action or proceeding pending by or
against either of the Constituent Corporations may be prosecuted as if such
merger had not taken place, or the Surviving Corporation may be substituted in
its place. Neither the rights of creditors nor any liens upon the property of
either of the Constituent Corporations shall be impaired by such merger.
ARTICLE V
SUPPLEMENTARY ACTION
If at any time after the Effective Date any further assignments or
assurances in law or any other things are necessary or desirable to vest or to
perfect, confirm or record in the Surviving Corporation the title to any
property or rights of either of the Constituent Corporations, or otherwise to
carry out the provisions of this Agreement and Plan of Merger, the proper
officers and directors of the respective Constituent Corporations as of the
Effective Date shall execute and deliver any and all proper deeds, assignments
and assurances in law, and do all things necessary or proper to vest or to
perfect or confirm title to such property or rights in the Surviving
Corporation, and otherwise carry out the purposes of this Agreement and Plan of
Merger.
2
ARTICLE VI
ARTICLES OF INCORPORATION AND BYLAWS;
OFFICERS AND DIRECTORS
SECTION 6.1 The Certificate of Incorporation and Bylaws of FIRST
FIDELITY shall be the Certificate of Incorporation and Bylaws of the Surviving
Corporation, until the same shall thereafter be further amended or repealed as
provided therein and by applicable law.
SECTION 6.2 The current officers and directors of the Surviving
Corporation shall continue to serve in those capacities following the merger.
ARTICLE VII
TREATMENT OF SHARES OF CONSTITUENT CORPORATIONS
The Shareholder owns all outstanding shares of stock in both CTIA and FIRST
FIDELITY as of the Effective Date. Accordingly:
SECTION 7.1 Each share of the Common Stock of CTIA issued and
outstanding immediately prior to the filing of the Certificate of Merger in
accordance with Article VIII shall, by virtue of the merger and without any
action on the part of the holder thereof, cease to exist and shall be canceled
and no cash, securities or other property shall be issued in respect thereof.
SECTION 7.2 Each share of the Common Stock of FIRST FIDELITY issued and
outstanding immediately prior to the filing of the Certificate of Merger shall
continue to be issued and outstanding after the merger.
ARTICLE VIII
APPROVAL BY BOARD OF DIRECTORS AND SHAREHOLDERS
This Agreement and Plan of Merger shall be approved by the respective Board
of Directors of each Constituent Corporation and submitted to the voting
shareholder of each Constituent Corporation for approval as provided by the
General Corporation Law of the State of Delaware and Florida Business
Corporation Act. If duly adopted by the shareholders, the Certificate of Merger
necessary to meet the requirements of the General Corporation Law of the State
of Delaware and Florida Business Corporation Act shall be filed immediately in
the appropriate office in Delaware and Florida.
ARTICLE IX
EFFECTIVE DATE
The merger of CTIA into FIRST FIDELITY shall become effective upon the
filing of the Certificate of Merger with the Delaware Secretary of State in
accordance with the General Corporation Law of the State of Delaware. The date
on which such merger shall become effective is herein called the "Effective
Date."
3
ARTICLE X
COVENANTS OF CTIA
CTIA covenants and agrees that: (a) it will not further amend its Articles
of Incorporation prior to the Effective Date, and (b) it will not issue any
additional shares of its capital stock or any rights to acquire any such prior
to the Effective Date.
ARTICLE XI
COVENANTS OF FIRST FIDELITY
FIRST FIDELITY covenants and agrees that: (a) it will not further amend
its Certificate of Incorporation prior to the Effective Date, and (b) it will
not issue any additional shares of its capital stock or any rights to acquire
any such shares prior to the Effective Date.
ARTICLE XII
TERMINATION
Anything to the contrary herein or elsewhere notwithstanding, this
Agreement and Plan of Merger may be terminated and abandoned by the Board of
Directors of either of the Constituent Corporations at any time prior to the
filing of the Certificate of Merger.
Executed on the date first set forth hereinabove, to be effective on the
Effective Date.
COMMUNITIES TITLE FIRST FIDELITY TITLE, INC.,
INSURANCE AGENCY, INC., a Delaware corporation
a Florida corporation
By: /s/ JAMES D. CULLEN By: /s/ VIVIEN HASTINGS
----------------------------- ------------------------------
Print Name: James D. Cullen Print Name: Vivien Hastings
--------------------- ----------------------
Title: VP Title: Vice Pres
-------------------------- ---------------------------
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 4/6/01 | | | | | | | None on these Dates |
| | 3/13/00 | | 6 |
| | 6/15/95 | | 6 |
| List all Filings |
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