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 2.54M
Business-Combination Transaction
2: EX-1.1 Underwriting Agreement 44 211K
28: EX-3.1(AA) Articles of Incorporation/Organization or By-Laws 9 44K
29: EX-3.1(AB) Articles of Incorporation/Organization or By-Laws 3 26K
30: EX-3.1(AC) Articles of Incorporation/Organization or By-Laws 10 43K
31: EX-3.1(AD) Articles of Incorporation/Organization or By-Laws 4 29K
32: EX-3.1(AE) Articles of Incorporation/Organization or By-Laws 3 30K
33: EX-3.1(AF) Articles of Incorporation/Organization or By-Laws 6 39K
34: EX-3.1(AG) Articles of Incorporation/Organization or By-Laws 11 39K
35: EX-3.1(AH) Articles of Incorporation/Organization or By-Laws 4 27K
36: EX-3.1(AI) Articles of Incorporation/Organization or By-Laws 4 31K
37: EX-3.1(AJ) Articles of Incorporation/Organization or By-Laws 21 69K
38: EX-3.1(AK) Articles of Incorporation/Organization or By-Laws 6 34K
39: EX-3.1(AL) Articles of Incorporation/Organization or By-Laws 5 40K
40: EX-3.1(AM) Articles of Incorporation/Organization or By-Laws 5 32K
41: EX-3.1(AN) Articles of Incorporation/Organization or By-Laws 4 31K
42: EX-3.1(AO) Articles of Incorporation/Organization or By-Laws 5 36K
43: EX-3.1(AP) Articles of Incorporation/Organization or By-Laws 3 31K
44: EX-3.1(AQ) Articles of Incorporation/Organization or By-Laws 4 29K
45: EX-3.1(AR) Articles of Incorporation/Organization or By-Laws 3 26K
46: EX-3.1(AS) Articles of Incorporation/Organization or By-Laws 3 31K
47: EX-3.1(AT) Articles of Incorporation/Organization or By-Laws 9 55K
48: EX-3.1(AU) Articles of Incorporation/Organization or By-Laws 12 52K
49: EX-3.1(AV) Articles of Incorporation/Organization or By-Laws 12 50K
50: EX-3.1(AW) Articles of Incorporation/Organization or By-Laws 7 47K
51: EX-3.1(AX) Articles of Incorporation/Organization or By-Laws 15 47K
52: EX-3.1(AY) Articles of Incorporation/Organization or By-Laws 14 58K
53: EX-3.1(AZ) Articles of Incorporation/Organization or By-Laws 8 40K
3: EX-3.1(B) Articles of Incorporation/Organization or By-Laws 5 35K
54: EX-3.1(BA) Articles of Incorporation/Organization or By-Laws 11 47K
55: EX-3.1(BB) Articles of Incorporation/Organization or By-Laws 19 73K
56: EX-3.1(BC) Articles of Incorporation/Organization or By-Laws 21 62K
57: EX-3.1(BD) Articles of Incorporation/Organization or By-Laws 16 54K
58: EX-3.1(BE) Articles of Incorporation/Organization or By-Laws 9 49K
59: EX-3.1(BF) Articles of Incorporation/Organization or By-Laws 18 58K
60: EX-3.1(BG) Articles of Incorporation/Organization or By-Laws 5 31K
61: EX-3.1(BH) Articles of Incorporation/Organization or By-Laws 3 30K
62: EX-3.1(BI) Articles of Incorporation/Organization or By-Laws 5 32K
63: EX-3.1(BJ) Articles of Incorporation/Organization or By-Laws 9 41K
64: EX-3.1(BK) Articles of Incorporation/Organization or By-Laws 4 30K
65: EX-3.1(BL) Articles of Incorporation/Organization or By-Laws 3 30K
66: EX-3.1(BM) Articles of Incorporation/Organization or By-Laws 4 29K
67: EX-3.1(BN) Articles of Incorporation/Organization or By-Laws 3 30K
68: EX-3.1(BO) Articles of Incorporation/Organization or By-Laws 4 31K
69: EX-3.1(BP) Articles of Incorporation/Organization or By-Laws 5 38K
70: EX-3.1(BQ) Articles of Incorporation/Organization or By-Laws 3 29K
71: EX-3.1(BR) Articles of Incorporation/Organization or By-Laws 3 30K
72: EX-3.1(BS) Articles of Incorporation/Organization or By-Laws 15 47K
4: EX-3.1(C) Articles of Incorporation/Organization or By-Laws 2 26K
5: EX-3.1(D) Articles of Incorporation/Organization or By-Laws 2 26K
6: EX-3.1(E) Articles of Incorporation/Organization or By-Laws 2 26K
7: EX-3.1(F) Exhibit 3.1(G) 3 28K
8: EX-3.1(G) Articles of Incorporation/Organization or By-Laws 9 43K
9: EX-3.1(H) Articles of Incorporation/Organization or By-Laws 10 50K
10: EX-3.1(I) Articles of Incorporation/Organization or By-Laws 17 65K
11: EX-3.1(J) Articles of Incorporation/Organization or By-Laws 1 23K
12: EX-3.1(K) Articles of Incorporation/Organization or By-Laws 2 26K
13: EX-3.1(L) Articles of Incorporation/Organization or By-Laws 3 30K
14: EX-3.1(M) Articles of Incorporation/Organization or By-Laws 3 27K
15: EX-3.1(N) Articles of Incorporation/Organization or By-Laws 6 32K
16: EX-3.1(O) Articles of Incorporation/Organization or By-Laws 2 26K
17: EX-3.1(P) Articles of Incorporation/Organization or By-Laws 16 62K
18: EX-3.1(Q) Articles of Incorporation/Organization or By-Laws 10 44K
19: EX-3.1(R) Articles of Incorporation/Organization or By-Laws 3 29K
20: EX-3.1(S) Articles of Incorporation/Organization or By-Laws 9 41K
21: EX-3.1(T) Articles of Incorporation/Organization or By-Laws 10 45K
22: EX-3.1(U) Articles of Incorporation/Organization or By-Laws 6 38K
23: EX-3.1(V) Articles of Incorporation/Organization or By-Laws 5 30K
24: EX-3.1(W) Articles of Incorporation/Organization or By-Laws 4 32K
25: EX-3.1(X) Articles of Incorporation/Organization or By-Laws 2 25K
26: EX-3.1(Y) Articles of Incorporation/Organization or By-Laws 2 26K
27: EX-3.1(Z) Exhibit 3.1 2 26K
73: EX-3.2(B) Articles of Incorporation/Organization or By-Laws 17 84K
77: EX-4.11 Instrument Defining the Rights of Security Holders 168 680K
78: EX-4.12 Instrument Defining the Rights of Security Holders 6 40K
74: EX-4.5 Instrument Defining the Rights of Security Holders 4 34K
75: EX-4.6 Instrument Defining the Rights of Security Holders 7 46K
76: EX-4.8 Instrument Defining the Rights of Security Holders 6 40K
79: EX-5.1 Opinion re: Legality 5 39K
80: EX-10.2 Material Contract 157 409K
81: EX-12.1 Statement re: Computation of Ratios 2± 26K
82: EX-23.2 Consent of Experts or Counsel 1 23K
83: EX-25.1 Statement re: Eligibility of Trustee HTML 81K
84: EX-99.1 Miscellaneous Exhibit HTML 82K
85: EX-99.2 Miscellaneous Exhibit HTML 37K
86: EX-99.3 Miscellaneous Exhibit HTML 26K
87: EX-99.4 Miscellaneous Exhibit HTML 31K
88: EX-99.5 Miscellaneous Exhibit HTML 30K
EX-3.1(AA) — Articles of Incorporation/Organization or By-Laws
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EXHIBIT 3.1(AA)
ARTICLES OF INCORPORATION
OF
PRAIRIE VISTA, INC.
* * *
NAME
ONE: The name of this corporation is:
PRAIRIE VISTA, INC.
PURPOSES
TWO: The purposes for which this corporation is formed are as follows:
(a) The PRIMARY PURPOSE for which this corporation is formed is to build,
erect and construct, either as a general contractor or as a subcontractor,
buildings, residential, commercial, industrial in single units or in tracts in
Los Angeles County, other counties of the State of California, other states of
the United States, territories and colonies of the United States or foreign
countries. To build such buildings either for the corporation or for third
parties, or to build tracts or subdivisions for third parties or for resale by
the corporation itself, and to act as a real estate and insurance broker.
(b) The GENERAL PURPOSES for which this corporation is formed, which are
set out in this and the following paragraphs, are: to purchase, acquire, own,
hold, lease either as lessor or lessee, sell, exchange, subdivide, mortgage,
deed in trust, manage, improve, construct, operate, maintain and equip, and
generally deal in any and all real estate, improved or unimproved, stores,
office buildings, dwelling houses, apartment houses, hotels, manufacturing
plants and other buildings, and any and all other property of every kind or
description, either in California, other states in the United States, the
District of Columbia, territories and colonies of the United States or foreign
countries.
(c) To manufacture, fabricate, assemble, to take, purchase and otherwise
acquire, own, hold, use, sell, assign, transfer, exchange, lease and otherwise
dispose of, and to invest, trade, deal in and deal with goods, wares and
merchandise and supplies and all other personal property of every class and
description.
(d) To acquire, by purchase or otherwise, the goodwill, business, property
rights, franchises and assets of every kind with or without undertaking, either
wholly or in part, the liabilities of any person, firm, association or
corporation; and to acquire any property or business as a going concern or
otherwise (i) by purchase of the assets thereof wholly or in part, (ii) by
acquisition of the shares or any part thereof, or (iii) in any other manner, and
to pay for the same in cash or in shares or bonds or other evidences of
indebtedness of this corporation or otherwise; to hold, maintain and operate, or
in any
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manner dispose of, the whole or any part of the goodwill, business,
rights and property so acquired, and to conduct in any lawful manner the whole
or any part of any business so acquired; and to exercise all the powers
necessary or convenient for and in or about the management of such business.
(e) To take, purchase and otherwise acquire, own, hold, use, sell, assign,
transfer, exchange, lease, mortgage, convey in trust, pledge, hypothecate, grant
licenses in respect of and otherwise dispose of letters patent of the United
States or any foreign country, patent rights, licenses and privileges,
inventions, improvements and processes, copyrights, trademarks, and trade names,
and governmental, state, territorial, county, and municipal grants and
concessions of every character which this corporation may deem advantageous in
the prosecution of its business or in the maintenance, operation, development or
extension of its properties.
(f) To enter into, make, perform and carry out contracts of every kind for
any lawful purpose without limit as to amount, with any person, firm,
association or corporation, municipality, county, parish, state, territory,
government or other municipal or governmental subdivisions.
(g) To become a partner (either general or limited or both) and to enter
into a agreements of partnership with one or more other persons or corporations,
for the purposes of carrying on any business whatsoever which this corporation
may deem proper or convenient in connection with any of the purposes herein set
forth or otherwise, or which may be calculated, directly or indirectly, to
promote the interests of this corporation or to enhance the value of its
property or business.
(h) From time to time to apply for purchase, acquire by assignment,
transfer or otherwise, exercise, carry out and enjoy any benefit, right,
privilege, prerogative or power conferred by, acquired under or granted by any
statute, ordinance, order, license, power, authority, franchise, commission,
right or privilege which any government or authority or governmental agency or
corporation or other public body may be empowered to enact, make or grant; to
pay for, aid in and contribute toward carrying the same into effect and to
appropriate any of this corporation's shares, bonds, and/or assets to defray the
costs, charges and expenses thereof.
(i) To subscribe or cause to be subscribed for, and to take, purchase, and
otherwise acquire, own, hold, use, sell, assign, transfer, exchange, distribute
and otherwise dispose of the whole or any part of the shares of the capital
stock, bonds, coupons, mortgages, deeds of trust, debentures, securities,
obligations, evidences of indebtedness, notes, goodwill, rights, assets and
property of any and every kind, or any part thereof, of any other corporation or
corporations, association or associations, firm or firms, person or persons,
together with shares, rights, units or interest in, or in respect of, any trust
estate, now or hereafter existing, and whether created by the laws of the State
of California or of any other state, territory, or country; and to operate,
manage and control such properties, or any of them, either in the name of this
corporation and/or in the name of such other corporation or corporations, and
while the owners of any of said shares of capital stock, to exercise all the
rights, powers and privileges of ownership of every kind
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and description, including the right to vote thereon, with power to designate
some person or persons for that purpose from time to time, and to the same
extent as natural persons might or could do.
(j) To promote or to aid in any manner, financially or otherwise any
person, firm, corporation or association of which any shares of stock, bonds,
notes, debentures or other securities or evidences of indebtedness are held
directly or indirectly by this corporation; and for this purpose to guarantee
the contracts, dividends, shares, bonds, debentures, notes, and other
obligations of such other persons, firms, corporations or associations; and to
do any other acts or things designed to protect, preserve, improve or enhance
the value of such shares, bonds, notes, debentures or other securities or
evidences of indebtedness.
(k) To borrow and lend money; nothing herein contained, however, shall be
construed as authorizing the business of banking, or as including the business
purposes of a commercial bank, savings bank or trust company.
(l) To issue bonds, notes, debentures or other obligations of this
corporation from time to time for any of the objects or purposes of this
corporation, and to secure by mortgage, deed of trust, pledge or otherwise, or
to issue the same unsecured; to purchase or otherwise acquire its own bonds,
debentures or other evidences of its indebtedness or obligations; to purchase,
hold, sell and transfer the shares of its own capital stock to the extent and in
the manner provided by the laws of the State of California as the same are now
in force or may be hereafter amended.
(m) To purchase, acquire, take, hold, own, use and enjoy, and to sell,
lease, transfer, pledge, mortgage, convey, grant, assign or otherwise dispose
of, and generally to invest, trade, deal in and with oil royalties, mineral
rights of all kinds, mineral bearing lands and hydrocarbon products of all
kinds, oil, gas and mineral leases, and all rights and interests therein, and in
general products of the earth and deposits, both subsoil and surface of every
nature and description.
(n) To carry on any business whatsoever, either as principal or as agent or
both or as a partnership, which this corporation may deem proper or convenient
in connection with any of the foregoing purposes or otherwise, or which may be
calculated directly or indirectly to promote the interest of this corporation or
to enhance the value of its property or business; to conduct its business in
this state or in other states; in the District of Columbia, in the territories
and colonies of the United States, and in foreign countries.
(o) To have and to exercise all the powers conferred by the laws of the
State of California upon corporations formed under the laws pursuant to and
under which this corporation is formed, as such laws are now in effect or may at
any time hereafter be amended.
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The foregoing statement of purposes shall be construed as a statement
of both purposes and powers, and the purposes and powers stated in each clause,
except where otherwise expressed, shall be in nowise limited or restricted by
reference to or inference from the terms of or provisions of any other clause,
but shall be regarded as independent purposes and powers.
PRINCIPAL PLACE OF BUSINESS
THREE: The county in the State of California where the principal office
for the transaction of business of this corporation is to be located is Los
Angeles County.
AUTHORIZED STOCK
FOUR: This corporation is authorized to issue two classes of shares of
stock to be designated respectively "Preferred" and "Common;" the total number
of shares which this corporation shall have authority to issue is twenty-five
thousand (25,000), and the aggregate par value of all shares that are to have a
par value shall he twenty-five thousand ($25,000) dollars; the number of
Preferred shares that are to have a par value shall be fifteen thousand (15,000)
and the par value of each share of such class shall be one ($1.00) dollar; and
the number of Common shares that are to have a par value shall be ten thousand
(10,000) and the par value of each share of such class shall be one ($1.00)
dollar.
PREFERENCES
FIVE: A statement of the preferences, privileges and restrictions
granted to or imposed upon the respective classes of shares or the holders
thereof is as follows:
(a) The holders of preferred shares shall be entitled, when
and as declared by the board of directors, to dividends out of any funds of this
corporation at the time legally available for the declaration of dividends, at
the annual rate of, but not exceeding, four per cent (4%) of the par value of
such shares, payable in preference and priority to any payment of any dividend
on common shares and payable quarterly or otherwise as the board of directors
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may from time to time determine. The right to such dividends on preferred shares
shall not be cumulative, and no right shall accrue to holders of preferred
shares by reason of the fact that dividends on said shares are not declared in
any prior period.
(b) in the event of (1) a voluntary liquidation, dissolution
or winding up of this corporation, the holders of preferred shares shall be
entitled to receive, out of the assets of this corporation, whether such assets
are capital or surplus, an amount equal to one hundred per cent (100%) of the
par value of such preferred shares, and a further amount equal to any dividends
thereon declared and unpaid on the date of such distribution, and no more,
before any payment shall be made or any assets distributed to the holders of
common shares; or (2) an involuntary liquidation, dissolution or winding up of
this corporation, the holders of preferred shares shall be entitled to receive,
out of the assets of this corporation, whether such assets are capital or
surplus, an amount equal to one hundred per cent (100%) of the par value of such
preferred shares and a further amount equal to the dividends declared and unpaid
thereon on the date of such distribution, and no more, before any payment shall
be made or any assets distributed to the holders of common shares. If upon such
liquidation, dissolution or winding up of this corporation, whether voluntary or
involuntary, the assets thus distributed among the holders of preferred shares
shall be insufficient to permit the payment to such shareholders of the full
preferential amounts aforesaid, then the entire assets of this corporation to be
distributed shall be distributed ratably among the holders of preferred shares.
After payment or distribution to the holders of preferred shares of the full
preferential amounts aforesaid, the holders of common shares shall be entitled
to receive, ratably, all remaining assets of this corporation. A consolidation
or merger of this corporation with or into any other corporation or corporations
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shall not be deemed to be a liquidation, dissolution or winding up, within the
meaning of this clause.
(c) This corporation, at the option of the board of directors, may redeem
the whole, or from time to time may redeem any part of the preferred shares at
any time, by paying therefor in cash one hundred per cent (100%) of the par
value thereof, plus an amount equal to all dividends thereon declared but unpaid
on the date fixed for redemption, such sum being hereinafter sometimes referred
to as the redemption price. In case of the redemption of a part only of the
outstanding preferred shares, this corporation shall designate by lot, in such
manner as the board of directors may determine, the shares to be redeemed or
shall effect such redemption pro rata. At least thirty (30) days' previous
notice by mail, postage prepaid, shall be given to the holders of record of the
preferred shares to be redeemed, such notice to be addressed to each such
shareholder at his post office address as shown by the records of this
corporation. On or after the date fixed for redemption and stated in such
notice, each holder of preferred shares called for redemption shall surrender
his certificate evidencing such shares to this corporation at the piece
designated in such notice and shall thereupon be entitled to receive payment of
the redemption price. In case less than all the shares represented by any such
surrendered certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares. If such notice of redemption shall have been
duly given, and if on the date fixed for redemption funds necessary for the
redemption shall be available therefor, then, notwithstanding that the
certificates evidencing any preferred shares so called for redemption shall not
have been surrendered, the dividends with respect to the shares so called for
redemption shall cease to accrue after the date fixed for redemption and all
rights with respect to the shares so called for redemption shall forthwith after
such date cease and determine, except only the
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right of the holders to receive the redemption price without interest upon
surrender of their certificates therefor.
If, on or prior to any date fixed for redemption of preferred
shares, this corporation deposits with any bank or trust company in the City of
Hawthorne, State of California, as a trust fund, a sum sufficient to redeem, on
the date fixed for redemption thereof, the shares called for redemption, with
irrevocable instructions and authority to the bank or trust company to give the
notice of redemption thereof if such notice shall not previously have been given
by this corporation, or to complete the giving of such notice if theretofore
commenced, and to pay, on and after the date fixed for redemption or prior
thereto, the redemption price of the shares to their respective holders upon the
surrender of their share certificates, then from and after the date of the
deposit (although prior to the date fixed for redemption), the shares so called
shall be deemed to be redeemed and dividends on those shares shall cease to
accrue after the date fixed for redemption. The deposit shall be deemed to
constitute full payment of the shares to their holders and from and after the
date of the deposit the shares shall be deemed to be no longer outstanding, and
the holders thereof shall cease to be shareholders with respect to such shares,
and shall have no rights with respect thereto except the right to receive from
the bank or trust company payment of the redemption price of the shares without
interest, upon surrender of their certificates therefor.
Any moneys deposited by the corporation pursuant to this
paragraph and unclaimed at the end of 6 years from the date fixed for redemption
shall be repaid to the corporation upon its request expressed in a resolution of
its board of directors.
DIRECTORS
SIX: (a) The number of the directors of this corporation shall be
three (3).
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(b) The names and addresses of the persons who are appointed
to act as the first directors of this corporation shall be three (3).
(c) The names and addresses of the persons who are appointed
to act as the first directors of this corporation are as follows:
1. WILLIAM BARCLAY,
845 North Ramona
Hawthorne, California;
2. ROBERT BARCLAY,
9528 Goebel Avenue
Los Angeles 45, California;
3. MIKE HOLLANDER,
7555 Jalmia Way,
Los Angeles 46, California.
(d) Authority is hereby granted to the holders of shares of
this corporation, entitled to vote, to change from time to time the authorized
number of directors of this corporation by a duly adopted amendment to the
by-laws of this corporation.
IN WITNESS WHEREOF, for the purpose of forming this corporation under
the laws of the State of California, we, the undersigned, constituting the
incorporating officers and first directors of this corporation, have executed
these Articles of Incorporation this 23rd day of November, 1953.
/s/ WILLIAM BARCLAY
---------------------------
WILLIAM BARCLAY
/s/ ROBERT BARCLAY
---------------------------
ROBERT BARCLAY
/s/ MIKE HOLLANDER
---------------------------
MIKE HOLLANDER
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STATE OF CALIFORNIA )
)ss
County of Los Angeles )
On this 23 day of November, 1953, before me, the undersigned, a Notary
Public in and for said county and state, residing therein, duly commissioned and
sworn, personally appeared WILLIAM BARCLAY, ROBERT BARCLAY and MIKE HOLLANDER,
known to me to be the persons whose names are subscribed to the foregoing
Articles of Incorporation and acknowledged to me that they executed the same.
/s/ ROBERT F. GOOCH
----------------------------------------------
Notary Public in and for said
County and State.
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