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Wci Communities Inc – ‘S-4’ on 4/6/01 – EX-3.21

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-3.21   —   A.O.I.: Florida Lifestyle Management Co., as Amndd

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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,
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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-
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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-
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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-
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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)
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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
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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]
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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
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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]
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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

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Filed on:4/6/01None on these Dates
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