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Community Specialized Services Inc, et al. – ‘S-4’ on 5/11/05 – EX-99.2

On:  Wednesday, 5/11/05, at 1:54pm ET   ·   Accession #:  950123-5-6118   ·   File #s:  333-124799, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27, -28, -29, -30, -31, -32, -33, -34, -35, -36, -37, -38, -39, -40, -41, -42, -43, -44, -45, -46, -47, -48, -49, -50

Previous ‘S-4’:  ‘S-4’ on 12/15/03   ·   Latest ‘S-4’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/11/05  Community Specialized Svcs Inc    S-4                   29:1.4M                                   RR Donnelley/FA
          Wci Architecture & Land Planning Inc
          Wci Capital Corp
          Tarpon Cove Yacht & Racquet Club Inc
          Florida Design Communities Inc
          Florida National Properties Inc
          Gateway Communities Inc
          Gateway Realty Sales Inc
          Pelican Bay Properties Inc
          Pelican Landing Communities Inc
          Pelican Landing Properties Inc
          Wci Homes Inc
          Communities Finance Co LLC
          Pelican Marsh Properties Inc
          Tarpon Cove Realty Inc
          Heron Bay Inc
          Heron Bay Golf Course Properties Inc
          Tiburon Golf Ventures Inc
          Gateway Communications Services Inc
          Jyc Holdings Inc
          Marbella at Pelican Bay Inc
          Pelican Landing Golf Resort Ventures Inc
          Sarasota Tower Inc
          Watermark Realty Referral Inc
          Wci Communities Property Management Inc
          Wci Golf Group Inc
          Wci Realty Inc
          Bay Colony Realty Associates Inc
          Bay Colony of Naples Inc
          Coral Ridge Communities Inc
          Coral Ridge Properties Inc
          Coral Ridge Realty Sales Inc
          Coral Ridge Realty Inc
          Wci Communities Inc
          Bay Colony Gateway Inc
          Financial Resources Group Inc
          First Fidelity Title Inc
          Wci Homebuilding Northeast, U.S., Inc.
          Wci Homebuilding, Inc.
          Florida Lifestyle Management Co
          Resort at Singer Island Properties, Inc.
          Sun City Center Golf Properties Inc
          Sun City Center Realty Inc
          Watermark Realty Inc
          Colony at Pelican Landing Golf Club Inc
          Communities Home Builders Inc
          Communities Amenities Inc
          Wci Marketing, Inc.
          Wci Towers, Inc.
          Wci Business Development, Inc.
          Wci Amenities, Inc.

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   1.12M 
                          Business-Combination Transaction                       
 2: EX-3.10     Ex-3.10: Articles of Incorporation of Bay Colony       2     25K 
                          Realty Associates, Inc.                                
17: EX-3.100    Ex-3.100: By-Laws of Wci Homebuilding Northeast        7     46K 
                          U.S., Inc.                                             
18: EX-3.101    Ex-3.101: By-Laws of Wci Marketing, Inc.               7     45K 
19: EX-3.102    Ex-3.102: By-Laws of Wci Towers, Inc.                  7     46K 
 3: EX-3.28     Ex-3.28: Articles of Incorporation of Resort at        2     28K 
                          Singer Island Properties, Inc.                         
 4: EX-3.30     Ex-3.30: Articles of Incorporation of Perlican Bay     5     30K 
                          Properties, Inc.                                       
 5: EX-3.46     Ex-3.46: Articles of Incorporation of Wci              3     30K 
                          Amenities, Inc.                                        
 6: EX-3.47     Ex-3.47: Articles of Incorporation of Wci Business     3     29K 
                          Development, Inc.                                      
 7: EX-3.48     Ex-3.48: Articles of Incorporation of Wci              3     29K 
                          Homebuilding, Inc.                                     
 8: EX-3.49     Ex-3.49: Articles of Incorporation of Wci              3     29K 
                          Homebuilding Northeast U.S., Inc.                      
 9: EX-3.50     Ex-3.50: Articles of Incorporation of Wci              3     28K 
                          Marketing, Inc.                                        
10: EX-3.51     Ex-3.51: Articles of Incorporation of Wci Towers,      3     30K 
                          Inc.                                                   
11: EX-3.58     Ex-3.58: By-Laws of Tiburon Golf Ventures, Inc.       12     63K 
12: EX-3.79     Ex-3.79: By-Laws of Resort at Singer Island            7     44K 
                          Properties, Inc.                                       
13: EX-3.96     Ex-3.96: By-Laws of Wci Architecture & Land           18     74K 
                          Planning, Inc.                                         
14: EX-3.97     Ex-3.97: By-Laws of Wci Amenities, Inc.                7     46K 
15: EX-3.98     Ex-3.98: By-Laws of Wci Business Development, Inc.     7     46K 
16: EX-3.99     Ex-3.99: By-Laws of Wci Homebuilding, Inc.             7     45K 
20: EX-5.1      Ex-5.1: Opinion of Simpson Thacher & Bartlett LLP      6     34K 
21: EX-5.2      Ex-5.2: Opinion of James D. Cullen                     5     33K 
22: EX-10.10    Ex-10.10: Retirement Agreement                         3     32K 
23: EX-10.11    Ex-10.11: Consulting Agreement                         6     42K 
24: EX-12.1     Ex-12.1: Statement Re: Computation of Ratios           1     25K 
25: EX-21.1     Ex-21.1: Subsidiaries                                  4     32K 
26: EX-23.2     Ex-23.2: Consent of Pricewaterhousecoopers LLP         1     24K 
27: EX-25.1     Ex-25.1: Form T-1                                     18     65K 
28: EX-99.1     Ex-99.1: Form of Letter of Transmittal              HTML     98K 
29: EX-99.2     Ex-99.2: Notice of Guaranteed Delivery              HTML     34K 


EX-99.2   —   Ex-99.2: Notice of Guaranteed Delivery


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EXHIBIT 99.2  

 

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

For

Tender of All Outstanding

$200,000,000 6 5/8% Senior Subordinated Notes Due 2015
in Exchange for

New $200,000,000 6 5/8% Senior Subordinated Notes Due 2015

of

WCI COMMUNITIES, INC.

         Registered holders of outstanding 6 5/8% Senior Subordinated Notes due 2015 (the “Outstanding Notes”) who wish to tender their Outstanding Notes in exchange for a like principal amount of new 6 5/8% Senior Subordinated Notes due 2015 (the “Exchange Notes”) and whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to The Bank of New York Trust Company, N.A. (the “Exchange Agent”) prior to the Expiration Date, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See “The Exchange Offer — Procedures for Tendering” in the Prospectus.

The Exchange Agent for the Exchange Offer is:

THE BANK OF NEW YORK TRUST COMPANY, N.A.

         
By Mail:   By Facsimile:   By Hand or
Overnight Delivery:
The Bank of New York Trust Company, N.A.
c/o The Bank of New York
101 Barclay Street
New York, New York 10286
Attn: Reorganization Unit-
Floor 7 East
  The Bank of New York Trust Company, N.A.
c/o The Bank of New York
101 Barclay Street
New York, New York 10286
Attn: Reorganization Unit-
Floor 7 East
(212) 298-1915

Confirm Receipt of
Facsimile by telephone
(212) 815-3687
  The Bank of New York Trust Company, N.A.
c/o The Bank of New York
101 Barclay Street
New York, New York 10286
Attn: Reorganization Unit-Window Lobby Level

      DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

      This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an eligible institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.



 

Ladies and Gentlemen:

      The undersigned hereby tenders the principal amount of Outstanding Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus dated                                , 2005 of WCI Communities, Inc. (the “Prospectus”), receipt of which is hereby acknowledged.

             

DESCRIPTION OF OUTSTANDING NOTES TENDERED

Name and Address of Certificate Number(s)
Registered Holder as it of Outstanding
Appears on the Notes Tendered Principal
Outstanding Notes (or Account Number Amount Outstanding
Name of Tendering Holder (Please Print) at Book-Entry Facility) Notes Tendered





SIGN HERE

Name of Registered or Acting Holder:


Signature(s):

               

Name(s) (Please Print):

               

Address:


Telephone Number:


Date:


IF OUTSTANDING NOTES WILL BE TENDERED BY BOOK-ENTRY TRANSFER, PROVIDE THE FOLLOWING INFORMATION:

  DTC Account Number:


  Date:


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THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

          The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at one of its addresses set forth on the reverse hereof, the certificates representing the Outstanding Notes (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at the book-entry transfer facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the Expiration date (as defined in the Letter of Transmittal).

     
Name of Firm: 
 
(Authorized Signature)
 
Address:    Title: 

 
 
    Name: 

   
(Zip Code)   (Please Type or Print)
Area Code and Telephone No.:   Date: 

 

NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OR TRANSMITTAL

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