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-3.21 — A.O.I.: Florida Lifestyle Management Co., as Amndd
EX-3.21 | 1st Page of 10 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 3.21
ARTICLES OF INCORPORATION
OF
POINT MANAGEMENT WEST, INC.
We, the undersigned, hereby associate ourselves together 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 said State of Florida, providing for the
formation, rights, privileges, immunities and liabilities of corporations for
profit.
ARTICLE I.
The name of the corporation shall be POINT MANAGEMENT WEST, INC.
ARTICLE II.
The general nature of the business to be transacted by the corporation
shall be the management, development, sale and leasing of property; to operate
or cause to operate trucks and other vehicles for the purpose of transferring
or distributing trade goods, wares, merchandise, and property of any class or
description; to manufacture, purchase or acquire in any lawful manner, and to
hold, own, mortgage, pledge, bargain, sell, transfer, or assign, or in any
manner dispose of, or to deal and trade goods, wares, merchandise and property
of any class or description in any part of the world, including real and
personal property; to apply for, hold, purchase, acquire, or otherwise deal in
letters patent or copyrights of the United States of America or other countries
or otherwise; and to work, operate or develop the same; or to carry on any
business, manufacturing or otherwise, which may directly or indirectly effect
those objects or any of them; to purchase, sell, assign,
transfer, mortgage aircraft or other aircraft supplies, to loan money either
for itself or act as agents in loaning and buying securities; to borrow money
and to secure the same in whatever manner in which the corporation might do and
is permissible to do under the laws of the State of Florida. To do any and all
things set forth herein in the same extent as natural persons might or could do
and in any part of the world as principals, agents, contractors or otherwise,
and either alone or in company with others, to purchase, hold and reissue any
of the shares of its capital stock. In general, to carry on any other business
in connection therewith, whether manufacturing, building or otherwise, not
specifically forbidden by the laws of the State of Florida, and with all the
powers conferred upon corporations by the laws of the State of Florida.
ARTICLE III.
The maximum number of shares of stock that the corporation is authorized
to have outstanding at any time shall be Ten Thousand (10,000) shares at a par
value of One ($1.00) Dollar per share, which shares shall all be common stock.
ARTICLE IV.
The minimum amount of capital with which the corporation shall begin
business shall be Five Hundred ($500.00) Dollars.
ARTICLE V.
The highest amount of indebtedness to which this corporation may obligate
itself shall be Ten Million ($10,000,000.00) Dollars.
-2-
ARTICLE VI.
This corporation shall begin existence on January 23, 1973.
ARTICLE VII.
This corporation shall have perpetual existence.
ARTICLE VIII.
The principal office of this corporation shall be located at 7000 Atlantic
Avenue, Delray Beach, Florida.
ARTICLE IX.
The number of directors shall not be less than three (3).
ARTICLE X.
The names and addresses of the first Board of Directors who shall hold
office for the first year of the corporation's existence, or until their
successors are elected and qualified, are as follows:
DIANNE STRASSNER President 1720 Harrison Street
Hollywood, Florida
LOIS J. BENWAY Vice-President 1720 Harrison Street
Hollywood, Florida
SALLY OAKS Secretary- 1720 Harrison Street
Treasurer Hollywood, Florida
ARTICLE XI.
The names and mailing addresses of each subscriber of the Articles of
Incorporation and the number of shares of stock which each agrees to take are
as follows:
DIANNE STRASSNER 1720 Harrison Street 400 shares
Hollywood, Florida
LOIS J. BENWAY 1720 Harrison Street 400 shares
Hollywood, Florida
SALLY OAKS 1720 Harrison Street 400 shares
Hollywood, Florida
-3-
IN WITNESS WHEREOF, we have hereunto set our hands and seals this 20th day
of January, 1973.
Witnesses:
/s/ [SIGNATURE ILLEGIBLE] /s/ DIANNE STRASSNER (SEAL)
----------------------------------- ----------------------------------
/s/ [SIGNATURE ILLEGIBLE] /s/ LOIS J. BENWAY (SEAL)
----------------------------------- ----------------------------------
/s/ SALLY OAKS (SEAL)
----------------------------------
STATE OF FLORIDA )
SS
COUNTY OF BROWARD )
BEFORE ME, the undersigned authority, authorized to administer oaths and
take acknowledgments, personally appeared DIANNE STRASSNER, LOIS J. BENWAY and
SALLY OAKS, to me well known to be the persons who executed the foregoing
Articles of Incorporation, and each and severally acknowledged before me that
they signed the same for the purposes therein stated.
WITNESS my hand and seal at Hollywood, Broward County, Florida, this 20th
day of January, 1973.
/s/ [SIGNATURE ILLEGIBLE]
----------------------------------------
Notary Public
My Commission Expires:
[SEAL]
-4-
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF
PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.
-----------------
In pursuance of Chapter 48.091, Florida Statutes, the following is
submitted, in compliance with said Act:
First--That Point Management West, Inc. desiring to organize under the
State of Florida with its principal office, as indicated in the articles of
incorporation at City of Delray Beach County of Palm Beach, State of Florida
has named Reuben M. Schneider located at Seventh Floor, Home Federal TOWER,
1720 Harrison Street (Street address and number of building, Post Office Box
address not acceptable), City of Hollywood, County of Broward, State of
Florida, as its agent to accept service of process within this state.
ACKNOWLEDGEMENT: (MUST BE SIGNED BY DESIGNATED AGENT)
Having been named to accept service of process for the above stated
corporation, at place designated in this certificate, I hereby accept to act in
this capacity, and agree to comply with the provision of said Act relative to
keeping open said office.
By /s/ REUBEN M. SCHNEIDER
-------------------------------------
Reuben M. Schneider
(Resident Agent)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
POINT MANAGEMENT WEST, INC.
These Articles of Amendment to Articles of Incorporation have been duly
adopted by all of the directors and by the sole shareholder of the Point
Management West, Inc. (the "Corporation") on December 7, 1987, in accordance
with Section 607.181 of the Florida Statutes and have been duly executed in
accordance with Section 607.187 thereof. The Articles of Incorporation are
amended to delete Article V. Therefore, Article V is hereby deleted.
* * *
IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed these Articles of Amendment as of the 10th day of December, 1987.
/s/ LOU ELLEN WILSON
----------------------------------
Lou Ellen Wilson, President
/s/ PATRICIA A. KELSEY
----------------------------------
Patricia A. Kelsey, Assistant
Secretary
STATE OF FLORIDA )
) SS.
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 10 day of
December, 1987, by Lou Ellen Wilson.
/s/ [SIGNATURE ILLEGIBLE]
-------------------------------
Notary Public
My Commission Expires:
[SEAL]
STATE OF FLORIDA )
) SS.
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 20 day of
December, 1987, by Patricia A. Kelsey.
/s/ [SIGNATURE ILLEGIBLE]
-------------------------------
Notary Public
My Commission Expires:
[SEAL]
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
POINT MANAGEMENT WEST, INC.
Point Management West, Inc., a corporation organized under the laws of the
State of Florida, under the hand of its President and Secretary, does hereby
certify that by unanimous consent in lieu of a meeting dated January 4, 1988,
all of the directors and all of the stockholders of the Corporation adopted the
following resolution:
RESOLVED, that the Articles of Incorporation of Point Management West,
Inc. be amended by deleting therefrom Article I as such Article now exists
and inserting in place thereof the following language, which upon filing
the appropriate Articles of Amendment with the Florida Secretary of State
shall constitute and be Article I:
"The name of the corporation is PROFESSIONAL COMMUNITY SERVICES CORP."
IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed these Articles of Amendment as of January 7, 1988.
/s/ LOU ELLEN WILSON
----------------------------
Lou Ellen Wilson, President
/s/ KIM J. FROSELL
----------------------------
Kim J. Frosell, Secretary
STATE OF FLORIDA )
) SS
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 7th day of
January, 1988 by Lou Ellen Wilson, as President of Point Management West, Inc.,
a Florida corporation, on behalf of the corporation.
/s/ JOAN COX
-------------------------------------
Notary Public
My commission expires:
[SEAL]
STATE OF FLORIDA )
) SS
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 24th day of
January, 1988 by Kim J. Frosell, as Secretary of Point Management West, Inc.,
a Florida corporation, on behalf of the corporation.
/s/ JOAN COX
-------------------------------------
Notary Public
My commission expires:
[SEAL]
ARTICLES OF AMENDMENT TO
THE ARTICLES OF INCORPORATION OF
PROFESSIONAL COMMUNITY SERVICES CORP.
PROFESSIONAL COMMUNITY SERVICES CORP., a Florida corporation (the
"Corporation"), hereby certifies as follows:
Pursuant to unanimous written action of the shareholders and Directors of
the Corporation, in lieu of a special meeting, the following resolutions were
adopted on Dec. 12, 1994, amending the Articles of Incorporation:
"RESOLVED, that the Corporation amend Article I of its
Articles of Incorporation to read as hereinafter set forth:
'ARTICLE I
Name
The name of this corporation shall be FLORIDA LIFESTYLE
MANAGEMENT COMPANY.'
FURTHER RESOLVED, that the officers of the Corporation be and hereby
are authorized and instructed to take such action as may be necessary
to effectuate this resolution, including, but not limited to,
executing and filing with the Secretary of State of the State of
Florida, Articles of Amendment to Articles of Incorporation to reflect
the foregoing resolution."
WHEREUPON, at Sun City Center, Florida, this 12 day of Dec., 1994, the
Corporation hereby certifies accordingly, under its corporate seal and the hand
of its President, so that, on the filing hereof, the Articles of Incorporation
shall be deemed amended accordingly.
PROFESSIONAL COMMUNITY SERVICES
CORP., a Florida corporation
By: /s/ ROBERT E. GREENE
--------------------------------------
Robert E. Greene, President
2303-016-244457
Dates Referenced Herein
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This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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Filed on: | | 4/6/01 | | | | | | | None on these Dates |
| | 12/12/94 | | 10 |
| List all Filings |
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