UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER
THE TRUST INDENTURE ACT OF 1939
WCI Communities, Inc.
(Name of Applicant)
24301 Walden Center Drive
Bonita Springs, FL 34134
(Address of Principal Executive Offices)
See Table For a List of Additional Obligors
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
| TITLE OF CLASS |
AMOUNT | |
| 17.5% Senior Secured Notes due 2012 | Up to a maximum aggregate principal amount of $557,174,826 (includes up to an additional $200.0 million of additional 17.5% Senior Secured Notes and interest paid-in-kind). |
Approximate Date of Proposed Public Offering:
As soon as practicable after the date of this Application for Qualification
Vivien N. Hastings, Esq.
Senior Vice President, General Counsel and Secretary
WCI Communities, Inc.
24301 Walden Center Drive
Bonita Springs, FL 34134
(239) 947-2600
(Name and Address of Agent for Service)
With a copy to:
John B. Tehan, Esq.
Avrohom J. Kess, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
Applicant hereby amends this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until: (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this Application for Qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, may determine upon the written request of the Applicant.
Table of Additional Obligors
| Exact Name of Registrant Obligor as Specified in its Charter |
State or Other Jurisdiction of Incorporation or Organization |
Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Obligor’s Principal Executive Offices | ||
| Bay Colony-Gateway, Inc. | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Community Specialized Services, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Financial Resources Group, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| First Fidelity Title, Inc. | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Florida Design Communities, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Florida Lifestyle Management Company | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Resort at Singer Island Properties, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Sun City Center Golf Properties, Inc. | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Sun City Center Realty, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Watermark Realty, Inc. (d/b/a Prudential Florida WCI Realty) |
Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Amenities, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Architecture & Land Planning, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Business Development, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Capital Corporation | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Homebuilding, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Homebuilding Northeast, U.S., Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
2
| WCI Homes Northeast, Inc. | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Hunter Mill, LLC | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Ireland Inn Corp. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Marketing, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Mid-Atlantic U.S. Region, Inc. | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Northeast Real Estate Development, LLC | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Northeast U.S. Region, LLC | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Ocala 623, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Pompano Beach, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Title, Inc. | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Towers, Inc | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Towers Mid-Atlantic USA, Inc. | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Towers Northeast USA, Inc. | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Bay Colony Realty Associates, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Bay Colony of Naples, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| The Colony at Pelican Landing Golf Club, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Communities Amenities, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Communities Finance Company, LLC | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
3
| Communities Home Builders, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Coral Ridge Communities, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Coral Ridge Properties, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Coral Ridge Realty, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Coral Ridge Realty Sales, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Florida National Properties, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Gateway Communities, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Gateway Communications Services, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Gateway Realty Sales, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Heron Bay, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Heron Bay Golf Course Properties, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| JYC Holdings, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Marbella at Pelican Bay, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Pelican Bay Properties, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Pelican Landing Communities, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Pelican Landing Golf Resort Ventures, Inc. | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Pelican Landing Properties, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Pelican Marsh Properties, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
4
| Sarasota Tower, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Tarpon Cove Realty, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Tarpon Cove Yacht & Racquet Club, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Tiburon Golf Ventures, Inc | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Watermark Realty Referral, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Communities Property Management, Inc | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Golf Group, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Homes, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Realty, Inc. | Florida | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Realty Connecticut, Inc. | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Realty Maryland, Inc. | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Realty New Jersey, Inc. | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Realty New York, Inc. | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Carpentry Management Associates, LLC | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Dix Hills Home & Land Company, LLC. | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| East Fishkill Development LLC | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| GC Assets of Nassau, Inc. | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Hopewell Crossing Home & Land Company, LLC | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
5
| Lake Grove Home & Land Company LLC | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Mansion Ridge Home & Land Company, LLC | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| New Home & Land Company LLC | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Southbury Home & Land Company LLC | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Bellefair Corp. | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Brae Burn Corp. | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Construction Corp. | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Design Studio, Inc. | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum East Fishkill, LLC | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Eastport, LLC | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum FS Corp. | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Glen Cove Corp. | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Half Moon Corp. | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Holmdel Corp. | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum-Irvington Corp. | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Kensington LLC | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Lake Grove, LLC | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Landing Corp. | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
6
| Spectrum Long Beach, LLC | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Manhattan Woods, LLC | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Monroe Corp. | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum North Bergen LLC | New Jersey | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum PDC Corp. | Pennsylvania | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Pocantico, LLC | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum-Riverwoods Corp. | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Customer Care, Inc. | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Valimar Corp. | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Westport, LLC | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Spectrum Wilson Park, LLC | Delaware | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| (The) Valimar Home & Land Company, LLC | New York | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Fair Oaks Parkway, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Hunting Ridge II, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Hunting Ridge III, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Poplar Tree, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| MHI-Rugby Road, L.L.C.1 | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at Beacon Hill, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| 1 |
Wholly-owned subsidiary of Renaissance at Rugby Road, LLC |
7
| Renaissance at Beacon Hill II, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at Belleview Road, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance Bridges of Oakton, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at Bridges of Oakton II, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at Cardinal Forest, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance Centro Arlington, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance Centro Columbia, LLC | Maryland | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance Custom Communities, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at Evergreen Mills Road, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at Foxhall, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at Georgetown Pike, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at Hunting Hills, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance Land, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Reston Building Company, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| RHM, Inc. | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at Kings Crossing, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at Lake Manassas, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at Oak Creek Club, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
8
| Renaissance at Oakton Glen, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at Occoquan Walk, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at River Creek II, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at River Creek Towns, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at River Creek Villas, Inc. | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at River Creek, Inc. | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at Roseland, Inc. | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at Rugby Road, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at Rugby Road II, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at South River, Inc. | Maryland | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at The Oaks, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at Timberlake, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance at Timberlake II, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| WCI Custom Homes, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance Holdings Corp. | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Renaissance Housing Corp. | Maryland | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
| Woodland Properties, LLC | Virginia | 24301 Walden Center Drive Bonita Springs, Florida 34134 (239) 947-2600 | ||
9
EXPLANATORY NOTE
This Amendment No. 2 to Form T-3 is being filed to add the Table of Additional Obligors and to amend and restate Item 2, Securities Act Exemption Applicable, and Item 9, Other Obligors, as set forth in the Application for Qualification of Indentures on Form T-3 (File No. 022-28869) filed by WCI Communities, Inc., a Delaware corporation, with the Securities and Exchange Commission on July 30, 2008 (the “Application”).
GENERAL
| 1. | General Information. |
| (a) | Form of organization: WCI Communities, Inc. (the “Issuer”) is a Delaware corporation. |
| (b) | State or other sovereign power under the laws of which organized: The Issuer is incorporated under the laws of the State of Delaware. |
| 2. | Securities Act Exemption Applicable. |
Pursuant to the terms and subject to the conditions set forth in the Offering Memorandum, dated July 22, 2008 (the “Offering Memorandum”), and the accompanying Letter of Transmittal, dated July 22, 2008, the Issuer is offering (the “Exchange Offer”) to exchange a unit (a “Unit”), consisting of $1,000 aggregate principal amount of the Issuer’s 17.5% Senior Secured Notes due 2012 (the “New Notes”) and a warrant to purchase 33.7392 shares of common stock of the Issuer (a “Warrant”), for each $1,000 aggregate principal amount of the Issuer’s 4.0% Contingent Convertible Senior Subordinated Notes due 2023 (the “Outstanding Notes”). The New Notes and the Warrants will not trade separately until 90 days after the consummation of the Exchange Offer. The Warrants have an exercise price of $0.01 per share and will only be exercisable on a “net share” or “cashless” basis. The exercise price for Warrants will be paid by reducing the number of shares of common stock obtainable upon the exercise of a Warrant so as to yield a number of shares of common stock upon the exercise of such Warrant equal to the product of (1) the number of shares of common stock for which such Warrant is exercisable as of the exercise date (if the exercise price were being paid in cash) and (2) a fraction, the numerator of which is the excess of the current market value per share of common stock on the exercise date over the exercise price per share as of the exercise date and the denominator of which is the current market value per share of the common stock on the exercise date. The complete terms of the Exchange Offer are contained in the Offering Memorandum and related documents incorporated by reference herein to Exhibits T3E.1 through T3E.7.
The New Notes will be issued under the indenture (the “New Indenture”) to be qualified by this Application for Qualification (this “Application”). For more detailed information on the New Indenture, see Item 8 of this Application.
No tenders of Outstanding Notes will be accepted before the effective date of this Application.
The Exchange Offer is being made by the Issuer in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 3(a)(9) thereof. Securities that are obtained in a Section 3(a)(9) exchange generally assume the same character (i.e., restricted or unrestricted) as the securities that have been surrendered. All of the Outstanding Notes are freely transferable, either because they have been resold pursuant to a shelf registration statement filed with the Securities and Exchange Commission on September 12, 2003 or because they have been held for the required minimum holding period and, therefore, are eligible for resale without restriction pursuant to Rule 144 under the Securities Act. Accordingly the Units and the New Notes and the Warrants, upon the automatic separation 90 days following the consummation of the Exchange Offer, will take on the same character of the Outstanding Notes which will be surrendered as part of the Exchange Offer and will also be freely transferable. In addition, because the holders of the Warrants will be able to exercise their Warrants for shares of our common stock only on a “net share” “cashless” basis, we are also relying on the exemption from the registration requirements provided by Section 3(a)(9) of the Securities Act with respect to the shares of common stock that are delivered upon exercise of the Warrants. Therefore, shares of common stock delivered upon exercise of the Warrants will also be freely transferable and not subject to any transfer restrictions. No sales of securities of the same class as the New Notes or the Warrants have been or are to be made by the Issuer or by or through an underwriter at or about the time of the Exchange Offer for which the exemption is claimed.
The Issuer has not retained a dealer-manager in connection with the Exchange Offer. None of the fee arrangements are conditioned on the success of the Exchange Offer. The Issuer has retained The Bank of New York Mellon Trust Company, N.A. (“The Bank of New York”) as the “Exchange Agent” and Lazard Frères & Co. LLC (“Lazard”) as its financial advisor in connection with the Exchange Offer. The Exchange Agent will provide to the registered holders of the Outstanding Notes (each a “Holder” and collectively, the “Holders”) only information otherwise contained in the Offering Memorandum and related documents and general information regarding the mechanics of the exchange process. The Exchange Agent will provide the actual acceptance and exchange services with respect to the exchange of Outstanding Notes for Units. Both Lazard and the Exchange Agent will be paid reasonable and customary fees directly by the Issuer for their services. None of the fee arrangements are conditioned on the success of the Exchange Offer, and none of such persons are authorized to solicit the exchange of the Outstanding Notes in the Exchange Offer or to make recommendations as to acceptance or rejection of the Exchange Offer. The Issuer will also make customary payments in respect of accounting, legal, printing and related fees and expenses. Regular employees of the Issuer, who will not receive additional compensation therefor, may provide information concerning the Exchange Offer to the Holders.
No Holder has made or will be requested to make any cash payment in connection with the Exchange Offer other than payment of any applicable taxes, if any, in accordance with the terms of the Offering Memorandum.
AFFILIATIONS
| 3. | Affiliates. |
Furnish a list or diagram of all affiliates of the applicant and indicate the respective percentages of voting securities or other bases of control.
10
| (a) | For purposes of this Application only, the officers and directors of the Issuer named in response to Item 4 hereof and the principal owners of the Issuer’s voting securities named in response to Item 5 hereof may be deemed affiliates of the Issuer. |
| (b) | The following list sets forth the affiliates of the Issuer as of the date of this Application (note that jurisdictions of incorporation or organization are set forth below each affiliate and the term “wholly-owned” indicates 100% ownership of all voting securities unless another percentage is noted): |
WCI COMMUNITIES, INC.
WHOLLY-OWNED SUBSIDIARIES and FIRST TIER SUBSIDIARIES
| Bay Colony-Gateway, Inc. |
WCI Homebuilding, Inc. | |
| Delaware Corporation |
Florida Corporation | |
| Community Specialized Services, Inc. |
WCI Homebuilding Northeast, U.S., Inc. | |
| Florida Corporation |
Florida Corporation | |
| Financial Resources Group, Inc. |
WCI Homes Northeast, Inc. | |
| Florida Corporation |
New York Corporation | |
| First Fidelity Title, Inc. |
WCI Hunter Mill, LLC | |
| Delaware Corporation |
Delaware LLC | |
| Florida Design Communities, Inc. |
WCI Ireland Inn Corp. | |
| Florida Corporation |
Florida Corporation | |
| Florida Lifestyle Management Company |
WCI Marketing, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Resort at Singer Island Properties, Inc. |
WCI Mid-Atlantic U.S. Region, Inc. | |
| Florida Corporation |
Delaware Corporation | |
| Sun City Center Golf Properties, Inc. |
WCI Northeast Real Estate Development, LLC | |
| Delaware Corporation |
New York LLC | |
| Sun City Center Realty, Inc. |
WCI Northeast U.S. Region, LLC | |
| Florida Corporation |
New York LLC | |
| Watermark Realty, Inc. (d/b/a Prudential Florida WCI Realty) Delaware Corporation |
WCI Ocala 623, Inc. Florida Corporation | |
| WCI Amenities, Inc. Florida Corporation |
WCI Pompano Beach, Inc. Florida Corporation | |
| WCI Architecture & Land Planning, Inc. Florida Corporation |
WCI Title, Inc. Delaware Corporation | |
| WCI Business Development, Inc. Florida Corporation |
WCI Towers, Inc. Florida Corporation | |
| WCI Capital Corporation Florida Corporation |
WCI Towers Mid-Atlantic USA, Inc. Delaware Corporation | |
| WCI Towers Northeast USA, Inc. | ||
| Delaware Corporation | ||
11
BAY COLONY-GATEWAY, INC.
WHOLLY-OWNED and FIRST TIER SUBSIDIARIES
| Bay Colony Realty Associates, Inc. |
Pelican Bay Properties, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Bay Colony of Naples, Inc. |
Pelican Landing Communities, Inc. | |
| Florida Corporation |
Florida Corporation | |
| The Colony at Pelican Landing Golf Club, Inc. |
Pelican Landing Golf Resort Ventures, Inc. | |
| Florida Corporation |
Delaware Corporation | |
| Communities Amenities, Inc. |
Pelican Landing Properties, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Communities Finance Company, LLC |
Pelican Marsh Properties, Inc. | |
| Delaware LLC |
Florida Corporation | |
| Communities Home Builders, Inc. |
Sarasota Tower, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Coral Ridge Communities, Inc. |
Tarpon Cove Realty, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Coral Ridge Properties, Inc. |
Tarpon Cove Yacht & Racquet Club, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Coral Ridge Realty, Inc. |
Tiburon Golf Ventures, Inc. | |
| Florida Corporation |
Delaware Corporation | |
| Coral Ridge Realty Sales, Inc. |
Watermark Realty Referral, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Florida National Properties, Inc. |
WCI Communities Property Management, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Gateway Communities, Inc. |
WCI Golf Group, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Gateway Communications Services, Inc. |
WCI Homes, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Gateway Realty Sales, Inc. |
WCI Realty, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Heron Bay, Inc. |
WCI Realty Connecticut, Inc. | |
| Florida Corporation |
Delaware Corporation | |
| Heron Bay Golf Course Properties, Inc. |
WCI Realty Maryland, Inc. | |
| Florida Corporation |
Delaware Corporation | |
| JYC Holdings, Inc. |
WCI Realty New Jersey, Inc. | |
| Florida Corporation |
Delaware Corporation | |
| Marbella at Pelican Bay, Inc. |
WCI Realty New York, Inc. | |
| Florida Corporation |
Delaware Corporation | |
12
WCI HOMES NORTHEAST, INC. / WCI NORTHEAST REAL ESTATE DEVELOPMENT, LLC
WHOLLY-OWNED SUBSIDIARIES
| Carpentry Management Associates, LLC |
Spectrum Holmdel Corp. | |
| New York LLC |
New York Corporation | |
| Dix Hills Home & Land Company, LLC. |
Spectrum-Irvington Corp. | |
| New York LLC |
New York Corporation | |
| East Fishkill Development LLC |
Spectrum Kensington LLC | |
| Delaware LLC |
New York LLC | |
| GC Assets of Nassau, Inc. |
Spectrum Lake Grove, LLC | |
| New York Corporation |
Delaware LLC | |
| Hopewell Crossing Home & Land Company, LLC |
Spectrum Landing Corp. | |
| Delaware LLC |
New York Corporation | |
| Lake Grove Home & Land Company LLC |
Spectrum Long Beach, LLC | |
| Delaware LLC |
New York LLC | |
| Mansion Ridge Home & Land Company, LLC |
Spectrum Manhattan Woods, LLC | |
| New York LLC |
Delaware LLC | |
| New Home & Land Company LLC |
Spectrum Monroe Corp. | |
| New York LLC |
New York Corporation | |
| Southbury Home & Land Company LLC |
Spectrum North Bergen LLC | |
| New York LLC |
New Jersey LLC | |
| Spectrum Bellefair Corp. |
Spectrum PDC Corp. | |
| New York Corporation |
Pennsylvania Corporation | |
| Spectrum Brae Burn Corp. |
Spectrum Pocantico, LLC | |
| New York Corporation |
Delaware LLC | |
| Spectrum Construction Corp. |
Spectrum-Riverwoods Corp. | |
| New York Corporation |
New York Corporation | |
| Spectrum Design Studio, Inc. |
Spectrum Customer Care, Inc. | |
| New York Corporation |
New York Corporation | |
| Spectrum East Fishkill, LLC |
Spectrum Valimar Corp. | |
| Delaware LLC |
New York Corporation | |
| Spectrum Eastport, LLC |
Spectrum Westport, LLC | |
| Delaware LLC |
New York LLC | |
| Spectrum FS Corp. |
Spectrum Wilson Park, LLC | |
| New York Corporation |
Delaware LLC | |
| Spectrum Glen Cove Corp. |
(The) Valimar Home & Land Company, LLC | |
| New York Corporation |
New York LLC | |
| Spectrum Half Moon Corp. |
||
| New York Corporation |
||
13
WCI MID-ATLANTIC US REGION, INC. WHOLLY-OWNED
SUBSIDIARIES
| Fair Oaks Parkway, LLC |
Renaissance at Kings Crossing, LLC | |
| Virginia LLC |
Virginia LLC | |
| Hunting Ridge II, LLC |
Renaissance at Lake Manassas, LLC | |
| Virginia LLC |
Virginia LLC | |
| Hunting Ridge III, LLC |
Renaissance at Oak Creek Club, LLC | |
| Virginia LLC |
Virginia LLC | |
| Poplar Tree, LLC |
Renaissance at Oakton Glen, LLC | |
| Virginia LLC |
Virginia LLC | |
| MHI-Rugby Road, L.L.C. |
Renaissance at Occoquan Walk, LLC | |
| Virginia LLC1 |
Virginia LLC | |
| Renaissance at Beacon Hill, LLC |
Renaissance at River Creek II, LLC | |
| Virginia LLC |
Virginia LLC | |
| Renaissance at Beacon Hill II, LLC |
Renaissance at River Creek Towns, LLC | |
| Virginia LLC |
Virginia LLC | |
| Renaissance at Belleview Road, LLC |
Renaissance at River Creek Villas, Inc. | |
| Virginia LLC |
Virginia Corporation | |
| Renaissance Bridges of Oakton, LLC |
Renaissance at River Creek, Inc. | |
| Virginia LLC |
Virginia Corporation | |
| Renaissance at Bridges of Oakton II, LLC |
Renaissance at Roseland, Inc. | |
| Virginia LLC |
Virginia Corporation | |
| Renaissance at Cardinal Forest, LLC |
Renaissance at Rugby Road, LLC | |
| Virginia LLC |
Virginia LLC | |
| Renaissance Centro Arlington, LLC |
Renaissance at Rugby Road II, LLC | |
| Virginia LLC |
Virginia LLC | |
| Renaissance Centro Columbia, LLC |
Renaissance at South River, Inc. | |
| Maryland LLC |
Maryland Corporation | |
| Renaissance Custom Communities, LLC |
Renaissance at The Oaks, LLC | |
| Virginia LLC |
Virginia LLC | |
| Renaissance at Evergreen Mills Road, LLC |
Renaissance at Timberlake, LLC | |
| Virginia LLC |
Virginia LLC | |
| Renaissance at Foxhall, LLC |
Renaissance at Timberlake II, LLC | |
| Virginia LLC |
Virginia LLC | |
| Renaissance at Georgetown Pike, LLC |
WCI Custom Homes, LLC | |
| Virginia LLC |
Virginia LLC | |
| Renaissance at Hunting Hills, LLC |
Renaissance Holdings Corp. | |
| Virginia LLC |
Virginia Corporation | |
| Renaissance Housing Corp. | ||
| Maryland Corporation | ||
| 1 |
Wholly-owned subsidiary of Renaissance at Rugby Road, LLC |
14
| Renaissance Land, LLC |
||
| Virginia LLC |
||
| Reston Building Company, LLC |
Woodland Properties, LLC | |
| Virginia LLC |
Virginia LLC | |
| RHM, Inc. |
||
| Virginia LLC |
||
| Name of Partnership |
Percentage of Ownership |
State of Incorporation or Organization | ||
| Bellefair Home & Land Co. |
Spectrum Bellefair Corp. (Managing Member): 50% | New York | ||
| The Brae Burn Home and Land Co., LLC |
Spectrum Brae Burn Corp. (Managing Member): 55% | New York | ||
| Hudson Property Partners, LLC |
Spectrum Half Moon Corp. (Member): 50% | New York | ||
| Kalian/Spectrum Monroe, LLC |
Spectrum Monroe Corp. (Managing Member): 60% | Delaware | ||
| Westport Home & Land Company LLC |
Spectrum Westport, LLC (Managing Member): 60% | Delaware | ||
| Manhattan Woods Home & Land Company LLC |
Spectrum Manhattan Woods, LLC (Managing Member): 50% | Delaware | ||
| Wilson Park Home & Land Company LLC |
Spectrum Wilson Park LLC (Managing Member): 50% | Delaware | ||
| Pocantico Home & Land Company LLC |
Spectrum Pocantico LLC (Managing Member): 50% | Delaware | ||
| Eastport Home & Land Company LLC |
Spectrum Eastport, LLC (Managing Member): 50% | Delaware | ||
| East Fishkill Home & Land Company LLC |
Spectrum East Fishkill LLC (Managing Member): 50% | Delaware | ||
| Pelican Landing Golf Resort Ventures Limited Partnership |
Pelican Landing Golf Resort Ventures, Inc. (General Partner): 1% Bay Colony-Gateway, Inc. (Limited Partner): 50% |
Delaware | ||
| Pelican Landing Timeshare Ventures Limited Partnership |
Bay Colony-Gateway, Inc. (Limited Partner): 50% Pelican Landing Golf Ventures, Inc. (Member): 1% | Delaware | ||
| Tiburon Golf Ventures Limited Partnership |
Tiburon Golf Ventures, Inc. (General Partner): 1% Bay Colony-Gateway, Inc. (Limited Partner): 50% |
Delaware | ||
| Name of Joint Venture |
Percentage of Ownership |
State of Incorporation or Organization | ||
| Ocala 623 Land Development LLC |
WCI Ocala 632, Inc. (Managing Member): 50% | Delaware | ||
| Walden Woods Business Center, Ltd. |
WCI Communities, Inc. (General Partner: 50% TECO Properties Corporation (Limited Partner): 50% |
Florida | ||
| WCI Mortgage, LLC |
Financial Resources Group, Inc. (Member): 49.9% | Delaware | ||
| Renaissance at Woodlands, LLC |
Woodland Properties, LLC (Member): 50% | Virginia | ||
15
MANAGEMENT AND CONTROL
| 4. | Directors and Executive Officers. |
List the names and complete mailing addresses of all directors and executive officers of the applicant and all persons chosen to become directors and executive officers. Indicate all offices held or to be held by each person named.
The names of the directors and executive officers of the Issuer are set forth below. The mailing address for each director and executive officer is: c/o WCI Communities, Inc., 24301 Walden Center Drive, Bonita Springs, FL 34134 and each person’s telephone number is (239) 947-2600:
| Jerry L. Starkey |
Chief Executive Officer and President | |||
| Paul D. Appolonia |
Senior Vice President (Human Resources) | |||
| R. Michael Curtin |
Senior Vice President (Marketing and Sales Division) | |||
| David L. Fry |
Chief Operating Officer and Senior Vice President | |||
| Vivien N. Hastings |
Senior Vice President, Secretary and General Counsel | |||
| Albert F. Moscato, Jr. |
Senior Vice President (Business Development) | |||
| Ernest J. Scheidemann |
Vice President, Treasurer and Interim Chief Financial Officer | |||
| Don E. Ackerman |
Director | |||
| Charles E. Cobb, Jr. |
Director | |||
| Hilliard M. Eure, III |
Director | |||
| Nicholas F. Graziano |
Director | |||
| Carl C. Icahn |
Director and Chairman of the Board | |||
| Jonathan R. Macey |
Director | |||
| Keith A. Meister |
Director | |||
| David Schechter |
Director |
| 5. | Principal Owners of Voting Securities. |
Furnish the following information as to each person owning 10 percent or more of the voting securities of the applicant.
| (a) | Presented below is certain information regarding each person owning 10% or more of the voting securities of the Issuer as of the date of this Application: |
| Name and Complete Mailing Address |
Title of Class Owned | Amount Owned | Percentage of Voting Securities Owned | |||
| Icahn Partners LP (1) c/o Icahn Associates Corp. 767 Fifth Avenue, 47th Floor New York, NY 10153 |
Common Stock (par value $.01) | 6,096,751 | 14.51% | |||
| Barclays Global Investors, NA (2) 45 Fremont Street, 17th Floor San Francisco, CA 94105 |
Common Stock (par value $.01) | 4,593,766 | 10.91% | |||
| (1) | This information is based on a Schedule 13D/A filed with the Securities and Exchange Commission on May 11, |
16
| 2007 by Icahn Partners LP and affiliated entities, which reported sole and shared voting and dispositive power as follows: (a) High River Limited Partnership, sole voting power with respect to 1,279,725 shares and sole dispositive power with respect to 1,279,725 shares; (b) Hopper Investments LLC, shared voting power with respect to 1,279,725 shares and shared dispositive power with respect to 1,279,725 shares; (c) Barberry Corp., shared voting power with respect to 1,279,725 shares and shared dispositive power with respect to 1,279,725 shares; (d) Icahn Partners Master Fund LP, sole voting power with respect to 1,914,558 shares and sole dispositive power with respect to 1,914,558 shares; (e) Icahn Offshore LP, shared voting power with respect to 1,914,558 shares and shared dispositive power with respect to 1,914,558 shares; (f) CCI Offshore Corp., shared voting power with respect to 1,914,558 shares and shared dispositive power with respect to 1,914,558 shares; (g) Icahn Partners LP, sole voting power with respect to 2,901,892 shares and sole dispositive power with respect to 2,901,892 shares; (h) Icahn Onshore LP, shared voting power with respect to 2,901,892 shares and shared dispositive power with respect to 2,901,892 shares; (i) CCI Onshore Corp., shared voting power with respect to 2,901,892 shares and shared dispositive power with respect to 2,901,892 shares; and (j) Carl C. Icahn, shared voting power with respect to 6,096,175 shares and shared dispositive power with respect to 6,096,175 shares. |
| (2) | This information is based on a Schedule 13G/A filed with the Securities and Exchange Commission on March 5, 2008 by Barclays Global Investors, NA and affiliated entities, which reported sole voting and dispositive power as follows: (a) Barclays Global Investors, NA, sole voting power with respect to 449,679 shares and sole dispositive power with respect to 555,727 shares and (b) Barclays Global Fund Advisors, sole voting power with respect to 4,038,039 shares and sole dispositive power with respect to 4,038,039 shares. |
UNDERWRITERS
| 6. | Underwriters. |
Give the name and complete mailing address of (a) each person who, within three years prior to the date of filing the application, acted as an underwriter of any securities of the obligor which were outstanding on the date of filing the application, and (b) each proposed principal underwriter of the securities proposed to be offered. As to each person specified in (a), give the title of each class of securities underwritten.
| (a) | Within three years prior to the date of the filing of this Application no person has acted as an underwriter of any securities of the Issuer that are currently outstanding. |
| (b) | There are no underwriters of the securities proposed to be offered in the Exchange Offer. |
17
CAPITAL SECURITIES
| 7. | Capitalization. |
| (a) | Furnish the following information as to each authorized class of securities of the applicant. |
The authorized and outstanding capital stock and debt securities of the Issuer as of June 30, 2008 were as follows:
| Title of Class |
Amount Authorized | Amount Outstanding | ||||
| Common Stock, par value $.01 |
100,000,000 shares | 42,168,416 shares | ||||
| Series Common Stock, par value $.01 |
100,000,000 shares | 0 shares | ||||
| Preferred Stock, par value $.01 |
100,000,000 shares | 0 shares | ||||
| Series A Junior Participating Preferred Stock, par value $0.01 per share of the Issuer |
115,000 shares | 0 shares | ||||
| 9-1/8% Senior Subordinated Notes due 2012(1) |
$ | 200,000,000 | $ | 200,000,000 | ||
| 7-7/8% Senior Subordinated Notes due 2013(1) |
$ | 125,000,000 | $ | 125,000,000 | ||
| 6-5/8% Senior Subordinated Notes due 2015(1) |
$ | 200,000,000 | $ | 200,000,000 | ||
| 4.0% Contingent Convertible Senior Subordinated Notes due 2023(1) |
$ | 125,000,000 | $ | 125,000,000 | ||
| Junior Subordinated Notes due 2035 |
$ | 100,000,000 | $ | 100,000,000 | ||
| Junior Subordinated Notes due 2036 |
$ | 65,000,000 | $ | 65,000,000 | ||
| (1) | The subsidiaries of the Issuer that guarantee the credit facilities guarantee these securities on a full, unconditional and joint and several basis. The guarantees are general unsecured obligations of the guarantors and are subordinated in right of payment to all existing and future senior debt of each guarantor. The guarantees of all existing notes are pari passu in right of payment to any future senior subordinated indebtedness of each restricted subsidiary. |
| (b) | Give a brief outline of the voting rights of each class of voting securities referred in paragraph (a) above. |
Holders of the Issuer’s common stock, par value $.01 per share, are entitled to one vote for each share registered in such holder’s name. The Board of Directors of the Issuer also has the authority to issue the preferred
18
stock and series common stock with such voting rights as it may designate. As of the date of this Application, the Issuer has not issued any preferred stock or series common stock.
On January 30, 2007, the Issuer entered into a Rights Agreement (the “Rights Agreement”) with Computershare Trust Company, N.A., as rights agent. On January 30, 2007, the Board of Directors declared a dividend of one preferred share purchase right (the “Right”) for each outstanding share of common stock. The dividend was paid on February 9, 2007 (the “Record Date”), to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Issuer one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share of the Issuer at a price of $70.00 per one-thousandth of a share of preferred stock, as the same may be adjusted.
In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, as defined in the Rights Agreement, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right and payment of the Purchase Price, that number of shares of common stock having a market value of two times the Purchase Price, as defined in the Rights Agreement. If the Rights are exercised the economic interests and voting rights of any Acquiring Person will be substantially diluted.
The Rights will expire on January 30, 2009 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by us, as defined in the Rights Agreement. The Rights are not exercisable until a person or group of affiliated or associated persons has acquired beneficial ownership of 15%, which was amended to 16% on February 27, 2007 and further amended to 25% on August 20, 2007, or more of the outstanding shares of common stock (other than any existing shareholder who, as of January 30, 2007, beneficially owns more than such percentage, which existing shareholder will be precluded from acquiring any additional shares of common stock). Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Issuer, including, without limitation, the right to vote or to receive dividends.
19
INDENTURE SECURITIES
| 8. | Analysis of Indenture Provisions. |
Insert at this point the analysis of the Indenture provisions required under Section 305(a)(2) of the Trust Indenture Act of 1939, as amended.
New Notes
The New Notes will be issued under a new indenture (the “New Indenture”), among the Issuer, the guarantors party thereto and American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”). The following is a general description of certain provisions of the New Indenture, and the description is qualified in its entirety by reference to the Form of Indenture Relating to the New Notes filed as Exhibit T3C hereto. All capitalized and otherwise undefined terms shall have the meanings ascribed to them in the New Indenture.
| (a) | Events of Default; Withholding of Notice |
Each of the following is an event of default under the New Indenture:
| (i) | default for 30 days in the payment when due of interest on the New Notes; |
| (ii) | default in payment when due of the principal of or premium, if any, on the New Notes; |
| (iii) | failure by the Issuer or any of its Restricted Subsidiaries to comply with Sections 4.14 or 5.01 of the New Indenture; |
| (iv) | failure by the Issuer or any of its Subsidiaries for 30 days after notice to comply with any of its other agreements in the New Indenture or the New Notes; |
| (v) | default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries) (other than Indebtedness owed to the Issuer or any of its Restricted Subsidiaries or Non-Recourse Financing to the extent such default is not due to the default by the Issuer under any other Indebtedness) whether such Indebtedness or guarantee now exists, or is created after the date of the New Indenture, if that default: |
| • | is caused by a failure to pay such Indebtedness at its stated maturity and such Indebtedness together with other Indebtedness in default for failure to pay principal at stated maturity (or the maturity of which as then accelerated) exceeds $25.0 million in the aggregate (a “Payment Default”); or |
| • | results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; |
| (vi) | failure by the Issuer or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $25.0 million (except to the extent the judgment or judgments |
20
| are in respect of Non-Recourse Financing), which judgments are not paid, discharged or stayed for a period of 60 days; |
| (vii) | except as permitted by the New Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; |
| (viii) | certain events of bankruptcy or insolvency with respect to the Issuer or any of its Significant Subsidiaries or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary; and |
| (ix) | the Liens created by the Collateral Documents or the Intercreditor Agreement shall at any time not constitute a valid and perfected Lien on any material portion of the Collateral intended to be covered thereby (to the extent perfection by filing, registration, recordation or possession is required by the New Indenture, the Intercreditor Agreement or the Collateral Documents) other than in accordance with the terms of the relevant Collateral Document, the Intercreditor Agreement and the New Indenture and other than the satisfaction in full of all obligations under the Indenture or the release or amendment of any such Lien in accordance with the terms of the New Indenture, the Intercreditor Agreement or the Collateral Documents, or, except for expiration in accordance with its terms or amendment, modification, waiver, termination or release in accordance with the terms of the New Indenture, the Intercreditor Agreement and the relevant Collateral Document, any of the Collateral Documents or the Intercreditor Agreement shall for whatever reason be terminated or cease to be in full force and effect, if in either case, such default continues for 30 days after notice, or the enforceability thereof shall be contested by the Issuer or any Guarantor. |
If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding New Notes may declare all the New Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Issuer, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer and its Restricted Subsidiaries), would constitute a Significant Subsidiary, all outstanding New Notes will become due and payable without further action or notice.
Holders of the New Notes may not enforce the New Indenture or the New Notes except as provided in the New Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding New Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the New Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest), if it determines that withholding notice is in their interest.
The Holders of a majority in aggregate principal amount of the New Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the New Notes waive any existing Default or Event of Default and its consequences under the New Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the New Notes.
| (b) | Authentication and Delivery of the New Notes and the Application of Proceeds. |
An Officer shall sign the New Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a New Note no longer holds that office at the time a New Note is authenticated, the New Note shall nevertheless be valid.
21
A New Note shall not be valid until authenticated by the manual signature of the Trustee. The Trustee shall authenticate the New Notes for original issue in the aggregate principal amount not to exceed $125,000,000. The Issuer may issue up to an additional $200,000,000 of additional notes under the New Indenture having identical terms and conditions to the New Notes (the “Additional Notes”) from time to time after the initial offering of the New Notes in exchange for Existing Notes. The New Notes and any Additional Notes subsequently issued under the Indenture would be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments redemptions and offers to purchase. The New Notes in the initial offering and Additional Notes may be issued under one or more CUSIPs.
The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate the New Notes. An authenticating agent may authenticate the New Notes whenever the Trustee may do so. An authenticating agent has the same rights as an Agent to deal with Holders or the Issuer.
There will be no proceeds resulting from the issuance of the New Notes.
| (c) | Release and Substitution of Property Subject to the Lien of the New Indenture |
The Liens on the Collateral will be released with respect to the New Notes and the Guarantees, as applicable:
| (i) | in whole, upon payment in full of the principal of, accrued and unpaid interest, including premium, if any, on the New Notes; |
| (ii) | in whole, upon satisfaction and discharge of the New Indenture; |
| (iii) | in whole, upon a legal or covenant defeasance as set forth under the caption “Legal Defeasance and Covenant Defeasance” (Article 8 of the New Indenture); |
| (iv) | in whole or in part, as to any asset constituting Collateral (A) if all other Liens on that asset securing the Credit Agreement Obligations, the Second Lien Notes and any Pari Passu Secured Indebtedness then secured by that asset (including all commitments thereunder) are released or (B) otherwise in accordance with, and as expressly provided for under, the Indenture and the Intercreditor Agreement; |
| (v) | in part, pursuant to the provisions of the Intercreditor Agreement, where the holders of the Credit Agreement Obligations consent to such release; |
| (vi) | with the consent of holders of a majority in aggregate principal amount of the New Notes (or, in the case of a release of all or substantially all Collateral, each holder of the New Notes affected thereby other than a release in accordance with the terms of the Collateral Documents, the Intercreditor Agreement or the New Indenture) including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, New Notes; and |
| (vii) | with respect to assets of a Guarantor upon release of such Guarantor from its Guarantee. |
| (d) | Satisfaction and Discharge |
| (i) | The Issuer may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding New Notes, the New Indenture, the Collateral Documents and the Intercreditor Agreement and cause the release of all Liens on the |
22
| Collateral granted under the Collateral Documents and all obligations of the Guarantors discharged with respect to the Subsidiary Guarantees (“Legal Defeasance”) except for: |
| • | the rights of Holders of outstanding New Notes to receive payments in respect of the principal of, premium, if any, interest on such New Notes when such payments are due from the trust referred to below; |
| • | the Issuer’s obligations with respect to the New Notes concerning issuing temporary New Notes, registration of New Notes, mutilated, destroyed, lost or stolen New Notes and the maintenance of an office or agency for payment and money for security payments held in trust; |
| • | the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s and the Guarantors’ obligations in connection therewith; and |
| • | the Legal Defeasance provisions of the New Indenture. |
| (ii) | In order to exercise Legal Defeasance: |
| • | the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the New Notes, cash in United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding New Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the New Notes are being defeased to maturity or to a particular redemption date; |
| • | the Issuer shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the New Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders of the outstanding New Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; |
| • | no Default or Event of Default shall have occurred and be continuing either (A) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); or (B) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; |
| • | such Legal Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the New Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound; |
| • | the Issuer must have delivered to the Trustee an opinion of counsel to the effect that, assuming no intervening bankruptcy of the Issuer or any Guarantor between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Issuer under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable |
23
| bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; |
| • | the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of New Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; and |
| • | the Issuer must deliver to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance has been complied with. |
| (e) | Evidence of Compliance with Conditions and Covenants |
| (i) | The Issuer shall deliver to the Trustee, within 100 days after the end of each fiscal year, an Officers’ Certificate stating whether the Issuer has met its obligations under the New Indenture, and, as to the knowledge of the Officer signing, whether the Issuer is in compliance with all covenants and is not in default in the performance or observance of any of the terms, provisions and conditions of the New Indenture, and that to the best of his or her knowledge no event has occurred and remains in existence that would prohibit payment of the New Notes, or if such event has occurred, a description of the event and what action the Issuer is taking or proposes to take with respect thereto. |
| (ii) | The year-end financial statements delivered pursuant to the New Indenture shall be accompanied by a written statement of the Issuer’s independent public accountants that, in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Issuer has violated any provisions of Article 4 or Article 5 of the New Indenture or, if any such violation has occurred, specifying the nature and period of existence thereof. |
| (iii) | The Issuer shall deliver to the Trustee, as soon as possible, and in any event within five days after any Officer becomes aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuer is taking or proposes to take with respect thereto. |
| 9. | Other Obligors. |
Give the name and complete mailing address of any person, other than the applicant, who is an obligor upon indentured securities.
The New Notes are guaranteed by each of the following subsidiaries:
WCI COMMUNITIES, INC.
WHOLLY-OWNED SUBSIDIARIES and FIRST TIER SUBSIDIARIES
| Bay Colony-Gateway, Inc. |
WCI Homebuilding, Inc. | |
| Delaware Corporation |
Florida Corporation | |
| Community Specialized Services, Inc. |
WCI Homebuilding Northeast, U.S., Inc. | |
| Florida Corporation |
Florida Corporation | |
| Financial Resources Group, Inc. |
WCI Homes Northeast, Inc. | |
| Florida Corporation |
New York Corporation | |
| First Fidelity Title, Inc. |
WCI Hunter Mill, LLC | |
| Delaware Corporation |
Delaware LLC | |
| Florida Design Communities, Inc. |
WCI Ireland Inn Corp. | |
| Florida Corporation |
Florida Corporation | |
| Florida Lifestyle Management Company |
WCI Marketing, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Resort at Singer Island Properties, Inc. |
WCI Mid-Atlantic U.S. Region, Inc. | |
| Florida Corporation |
Delaware Corporation | |
| Sun City Center Golf Properties, Inc. |
WCI Northeast Real Estate Development, LLC | |
| Delaware Corporation |
New York LLC | |
| Sun City Center Realty, Inc. |
WCI Northeast U.S. Region, LLC | |
| Florida Corporation |
New York LLC | |
| Watermark Realty, Inc. (d/b/a Prudential Florida WCI Realty) Delaware Corporation |
WCI Ocala 623, Inc. Florida Corporation | |
| WCI Amenities, Inc. Florida Corporation |
WCI Pompano Beach, Inc. Florida Corporation | |
| WCI Architecture & Land Planning, Inc. Florida Corporation |
WCI Title, Inc. Delaware Corporation | |
| WCI Business Development, Inc. Florida Corporation |
WCI Towers, Inc. Florida Corporation | |
| WCI Capital Corporation Florida Corporation |
WCI Towers Mid-Atlantic USA, Inc. Delaware Corporation | |
| WCI Towers Northeast USA, Inc. Delaware Corporation | ||
24
BAY COLONY-GATEWAY, INC.
WHOLLY-OWNED and FIRST TIER SUBSIDIARIES
| Bay Colony Realty Associates, Inc. |
Pelican Bay Properties, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Bay Colony of Naples, Inc. |
Pelican Landing Communities, Inc. | |
| Florida Corporation |
Florida Corporation | |
| The Colony at Pelican Landing Golf Club, Inc. |
Pelican Landing Golf Resort Ventures, Inc. | |
| Florida Corporation |
Delaware Corporation | |
| Communities Amenities, Inc. |
Pelican Landing Properties, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Communities Finance Company, LLC |
Pelican Marsh Properties, Inc. | |
| Delaware LLC |
Florida Corporation | |
| Communities Home Builders, Inc. |
Sarasota Tower, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Coral Ridge Communities, Inc. |
Tarpon Cove Realty, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Coral Ridge Properties, Inc. |
Tarpon Cove Yacht & Racquet Club, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Coral Ridge Realty, Inc. |
Tiburon Golf Ventures, Inc. | |
| Florida Corporation |
Delaware Corporation | |
| Coral Ridge Realty Sales, Inc. |
Watermark Realty Referral, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Florida National Properties, Inc. |
WCI Communities Property Management, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Gateway Communities, Inc. |
WCI Golf Group, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Gateway Communications Services, Inc. |
WCI Homes, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Gateway Realty Sales, Inc. |
WCI Realty, Inc. | |
| Florida Corporation |
Florida Corporation | |
| Heron Bay, Inc. |
WCI Realty Connecticut, Inc. | |
| Florida Corporation |
Delaware Corporation | |
| Heron Bay Golf Course Properties, Inc. |
WCI Realty Maryland, Inc. | |
| Florida Corporation |
Delaware Corporation | |
| JYC Holdings, Inc. |
WCI Realty New Jersey, Inc. | |
| Florida Corporation |
Delaware Corporation | |
| Marbella at Pelican Bay, Inc. |
WCI Realty New York, Inc. | |
| Florida Corporation |
Delaware Corporation | |
25
WCI HOMES NORTHEAST, INC. / WCI NORTHEAST REAL ESTATE DEVELOPMENT, LLC
WHOLLY- OWNED SUBSIDIARIES
| Carpentry Management Associates, LLC |
Spectrum Holmdel Corp. | |
| New York LLC |
New York Corporation | |
| Dix Hills Home & Land Company, LLC. |
Spectrum-Irvington Corp. | |
| New York LLC |
New York Corporation | |
| East Fishkill Development LLC |
Spectrum Kensington LLC | |
| Delaware LLC |
New York LLC | |
| GC Assets of Nassau, Inc. |
Spectrum Lake Grove, LLC | |
| New York Corporation |
Delaware LLC | |
| Hopewell Crossing Home & Land Company, LLC |
Spectrum Landing Corp. | |
| Delaware LLC |
New York Corporation | |
| Lake Grove Home & Land Company LLC |
Spectrum Long Beach, LLC | |
| Delaware LLC |
New York LLC | |
| Mansion Ridge Home & Land Company, LLC |
Spectrum Manhattan Woods, LLC | |
| New York LLC |
Delaware LLC | |
| New Home & Land Company LLC |
Spectrum Monroe Corp. | |
| New York LLC |
New York Corporation | |
| Southbury Home & Land Company LLC |
Spectrum North Bergen LLC | |
| New York LLC |
New Jersey LLC | |
| Spectrum Bellefair Corp. |
Spectrum PDC Corp. | |
| New York Corporation |
Pennsylvania Corporation | |
| Spectrum Brae Burn Corp. |
Spectrum Pocantico, LLC | |
| New York Corporation |
Delaware LLC | |
| Spectrum Construction Corp. |
Spectrum-Riverwoods Corp. | |
| New York Corporation |
New York Corporation | |
| Spectrum Design Studio, Inc. |
Spectrum Customer Care, Inc. | |
| New York Corporation |
New York Corporation | |
| Spectrum East Fishkill, LLC |
Spectrum Valimar Corp. | |
| Delaware LLC |
New York Corporation | |
| Spectrum Eastport, LLC |
Spectrum Westport, LLC | |
| Delaware LLC |
New York LLC | |
| Spectrum FS Corp. |
Spectrum Wilson Park, LLC | |
| New York Corporation |
Delaware LLC | |
| Spectrum Glen Cove Corp. |
(The) Valimar Home & Land Company, LLC | |
| New York Corporation |
New York LLC | |
| Spectrum Half Moon Corp. |
||
| New York Corporation |
||
26
WCI MID-ATLANTIC US REGION, INC.
WHOLLY-OWNED SUBSIDIARIES
| Fair Oaks Parkway, LLC |
Renaissance at Kings Crossing, LLC | |
| Virginia LLC |
Virginia LLC | |
| Hunting Ridge II, LLC |
Renaissance at Lake Manassas, LLC | |
| Virginia LLC |
Virginia LLC | |
| Hunting Ridge III, LLC |
Renaissance at Oak Creek Club, LLC | |
| Virginia LLC |
Virginia LLC | |
| Poplar Tree, LLC |
Renaissance at Oakton Glen, LLC | |
| Virginia LLC |
Virginia LLC | |
| MHI-Rugby Road, L.L.C. |
Renaissance at Occoquan Walk, LLC | |
| Virginia LLC1 |
Virginia LLC | |
| Renaissance at Beacon Hill, LLC |
Renaissance at River Creek II, LLC | |
| Virginia LLC |
Virginia LLC | |
| Renaissance at Beacon Hill II, LLC |
Renaissance at River Creek Towns, LLC | |
| Virginia LLC |
Virginia LLC | |
| Renaissance at Belleview Road, LLC |
Renaissance at River Creek Villas, Inc. | |
| Virginia LLC |
Virginia Corporation | |
| Renaissance Bridges of Oakton, LLC |
Renaissance at River Creek, Inc. | |
| Virginia LLC |
Virginia Corporation | |
| Renaissance at Bridges of Oakton II, LLC |
Renaissance at Roseland, Inc. | |
| Virginia LLC |
Virginia Corporation | |
| Renaissance at Cardinal Forest, LLC |
Renaissance at Rugby Road, LLC | |
| Virginia LLC |
Virginia LLC | |
| Renaissance Centro Arlington, LLC |
Renaissance at Rugby Road II, LLC | |
| Virginia LLC |
Virginia LLC | |
| Renaissance Centro Columbia, LLC |
Renaissance at South River, Inc. | |
| Maryland LLC |
Maryland Corporation | |
| Renaissance Custom Communities, LLC |
Renaissance at The Oaks, LLC | |
| Virginia LLC |
Virginia LLC | |
| Renaissance at Evergreen Mills Road, LLC |
Renaissance at Timberlake, LLC | |
| Virginia LLC |
Virginia LLC | |
| Renaissance at Foxhall, LLC |
Renaissance at Timberlake II, LLC | |
| Virginia LLC |
Virginia LLC | |
| Renaissance at Georgetown Pike, LLC |
WCI Custom Homes, LLC | |
| Virginia LLC |
Virginia LLC | |
| Renaissance at Hunting Hills, LLC |
Renaissance Holdings Corp. | |
| Virginia LLC |
Virginia Corporation | |
| Renaissance Housing Corp. | ||
| Maryland Corporation | ||
| Renaissance Land, LLC |
||
| Virginia LLC |
||
| Reston Building Company, LLC |
Woodland Properties, LLC | |
| Virginia LLC |
Virginia LLC | |
| RHM, Inc. |
||
| Virginia Inc. |
||
| 1 |
Wholly-owned subsidiary of Renaissance at Rugby Road, LLC |
27
The mailing address for each subsidiary guarantor is 24301 Walden Center Drive, Bonita Springs, FL 34134.
This application for qualification comprises:
| (a) | Pages numbered 1 to 32, consecutively; |
| (b) | The statement of eligibility and qualification of the Trustee under the New Indenture to be qualified on Form T-1 (included as Exhibit 25.1 hereto); and |
| (c) | The following exhibits, in addition to those filed as part of the statement of eligibility and qualification of the Trustee: |
| (i) | Exhibit T3A – Second Restated Certificate of Incorporation of the Issuer (incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on May 24, 2005) (Company File No. 1-31255). |
| (ii) | Exhibit T3B.1 – Third Amended and Restated By-laws of the Issuer (incorporated by reference to Exhibit 3.2 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on May 24, 2005) (Company File No. 1-31255). |
| (iii) | Exhibit T3B.2 – Amendment to the Third Amended and Restated By-laws of the Issuer (incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on August 21, 2007) (Company File No. 1-31255). |
| (iv) | Exhibit T3C – Form of Indenture Relating to the New Notes among the Issuer, the Guarantors party thereto and the Trustee. |
| (v) | Exhibit T3D – Not applicable. |
| (vi) | Exhibit T3E.1 – Offering Memorandum, dated as of July 22, 2008 (incorporated by reference to Exhibit No. (a)(1)(i) to the Schedule TO filed with the Securities and Exchange Commission on July 22, 2008). |
| (vii) | Exhibit T3E.2 – Letter of Transmittal, dated as of July 22, 2008 (incorporated by reference to Exhibit No. (a)(1)(ii) to the Schedule TO filed with the Securities and Exchange Commission on July 22, 2008). |
| (viii) | Exhibit T3E.3 – Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated as of July 22, 2008 (incorporated by reference to Exhibit No. (a)(1)(iii) to the Schedule TO filed with the Securities and Exchange Commission on July 22, 2008). |
| (ix) | Exhibit T3E.4 – Letter to Clients, dated as of July 22, 2008 (incorporated by reference to Exhibit No. (a)(1)(v) to the Schedule TO filed with the Securities and Exchange Commission on July 22, 2008). |
| (x) | Exhibit T3E.5 – Notice of Guaranteed Delivery, dated as of July 22, 2008 (incorporated by reference to Exhibit No. (a)(1)(iv) to the Schedule TO filed with the Securities and Exchange Commission on July 22, 2008). |
| (xi) | Exhibit T3E.6* – Press Release of WCI Communities, Inc., dated July 8, 2008. |
| (xii) | Exhibit T3E7* – Press Release of WCI Communities, Inc., dated July 22, 2008 (incorporated by reference to Exhibit No. (a)(1)(vii) to the Schedule TO filed with the Securities and Exchange Commission on July 22, 2008). |
| (xiii) | Exhibit T3F – Cross reference sheet showing the location in the New Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included as part of Exhibit T3C filed herewith). |
| (ix) | Exhibit 25.1 – Statement of eligibility and qualification on Form T-1 of American Stock Transfer & Trust Company, LLC, as trustee, under the New Indenture to be qualified. |
| * | Previously filed. |
28
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the applicants, WCI Communities, Inc., a corporation organized and existing under the laws of the State of Delaware and the other co-obligors set forth below, have duly caused this application to be signed on its behalf and on behalf of the other co-obligors by the undersigned, thereunto duly authorized and attested, all in the city of Bonita Springs, and State of Florida, on the 30th day of July, 2008.
| WCI COMMUNITIES, INC. | ||
| By: | /s/ James D. Cullen | |
| Name: James D. Cullen | ||
| Title: Vice President and Deputy General Counsel | ||
| Bay Colony-Gateway, Inc. | ||
| Bay Colony of Naples, Inc. | ||
| Bay Colony Realty Associates, Inc. | ||
| Carpentry Management Associates, LLC | ||
| Communities Amenities, Inc. | ||
| Communities Finance Company, LLC | ||
| Communities Home Builders, Inc. | ||
| Community Specialized Services, Inc. | ||
| Coral Ridge Communities, Inc. | ||
| Coral Ridge Properties, Inc. | ||
| Coral Ridge Realty Sales, Inc. | ||
| Coral Ridge Realty, Inc. | ||
| Dix Hills Home & Land Company, LLC. | ||
| East Fishkill Development LLC | ||
| Fair Oaks Parkway, LLC | ||
| Financial Resources Group, Inc. | ||
| First Fidelity Title, Inc. | ||
| Florida Design Communities, Inc. | ||
| Florida Lifestyle Management Company | ||
| Florida National Properties, Inc. | ||
| Gateway Communications Services, Inc. | ||
| Gateway Communities, Inc. | ||
| Gateway Realty Sales, Inc. | ||
| GC Assets of Nassau, Inc. | ||
| Heron Bay Golf Course Properties, Inc. | ||
| Heron Bay, Inc. | ||
| Hopewell Crossing Home & Land Company, LLC | ||
| Hunting Ridge II, LLC | ||
| Hunting Ridge III, LLC | ||
| JYC Holdings, Inc. | ||
| Lake Grove Home & Land Company LLC | ||
| Mansion Ridge Home & Land Company, LLC | ||
| Marbella at Pelican Bay, Inc. | ||
| New Home & Land Company LLC | ||
| Pelican Bay Properties, Inc. | ||
| Pelican Landing Communities, Inc. | ||
| Pelican Landing Golf Resort Ventures, Inc. | ||
| Pelican Landing Properties, Inc. | ||
| Pelican Marsh Properties, Inc. | ||
| Poplar Tree, LLC | ||
| Renaissance at Beacon Hill II, LLC | ||
| Renaissance at Beacon Hill, LLC | ||
| Renaissance at Belleview Road, LLC | ||
| Renaissance at Bridges of Oakton II, LLC | ||
29
Renaissance at Cardinal Forest, LLC
Renaissance at Evergreen Mills Road, LLC
Renaissance at Foxhall, LLC
Renaissance at Georgetown Pike, LLC
Renaissance at Hunting Hills, LLC
Renaissance at Kings Crossing, LLC
Renaissance at Lake Manassas, LLC
Renaissance at Oak Creek Club, LLC
Renaissance at Oakton Glen, LLC
Renaissance at Occoquan Walk, LLC
Renaissance at River Creek II, LLC
Renaissance at River Creek Towns, LLC
Renaissance at River Creek Villas, Inc.
Renaissance at River Creek, Inc.
Renaissance at Roseland, Inc.
Renaissance at Rugby Road II, LLC
Renaissance at Rugby Road, LLC
Renaissance at South River, Inc.
Renaissance at The Oaks, LLC
Renaissance at Timberlake II, LLC
Renaissance at Timberlake, LLC
Renaissance Bridges of Oakton, LLC
Renaissance Centro Arlington, LLC
Renaissance Centro Columbia, LLC
Renaissance Custom Communities, LLC
Renaissance Holdings Corp.
Renaissance Housing Corp.
Renaissance Land, LLC
Resort at Singer Island Properties, Inc.
Reston Building Company, LLC
RHM, Inc.
Sarasota Tower, Inc.
Southbury Home & Land Company LLC
Spectrum Bellefair Corp.
Spectrum Brae Burn Corp.
Spectrum Construction Corp.
Spectrum Customer Care, Inc.
Spectrum Design Studio, Inc.
Spectrum East Fishkill, LLC
Spectrum Eastport, LLC
Spectrum FS Corp.
Spectrum Glen Cove Corp.
Spectrum Half Moon Corp.
Spectrum Holmdel Corp.
Spectrum Kensington LLC
Spectrum Lake Grove, LLC
Spectrum Landing Corp.
Spectrum Long Beach, LLC
Spectrum Manhattan Woods, LLC
Spectrum Monroe Corp.
Spectrum North Bergen LLC
Spectrum PDC Corp.
Spectrum Pocantico, LLC
Spectrum Valimar Corp.
Spectrum Westport, LLC
Spectrum Wilson Park, LLC
Spectrum-Irvington Corp.
Spectrum-Riverwoods Corp.
Sun City Center Golf Properties, Inc.
Sun City Center Realty, Inc.
30
| Tarpon Cove Realty, Inc. | ||
| Tarpon Cove Yacht & Racquet Club, Inc. | ||
| The Colony at Pelican Landing Golf Club, Inc. | ||
| Tiburon Golf Ventures, Inc | ||
| (The) Valimar Home & Land Company, LLC | ||
| Watermark Realty Referral, Inc. | ||
| Watermark Realty, Inc. | ||
| (d/b/a Prudential Florida WCI Realty) | ||
| WCI Amenities, Inc. | ||
| WCI Architecture & Land Planning, Inc. | ||
| WCI Business Development, Inc. | ||
| WCI Capital Corporation | ||
| WCI Communities Property Management, Inc | ||
| WCI Custom Homes, LLC | ||
| WCI Golf Group, Inc. | ||
| WCI Homebuilding Northeast, U.S., Inc. | ||
| WCI Homebuilding, Inc. | ||
| WCI Homes Northeast, Inc. | ||
| WCI Homes, Inc. | ||
| WCI Hunter Mill, LLC | ||
| WCI Ireland Inn Corp. | ||
| WCI Marketing, Inc. | ||
| WCI Mid-Atlantic U.S. Region, Inc. | ||
| WCI Northeast Real Estate Development, LLC | ||
| WCI Northeast U.S. Region, LLC | ||
| WCI Ocala 623, Inc. | ||
| WCI Pompano Beach, Inc. | ||
| WCI Realty Connecticut, Inc. | ||
| WCI Realty Maryland, Inc. | ||
| WCI Realty New Jersey, Inc. | ||
| WCI Realty New York, Inc. | ||
| WCI Realty, Inc. | ||
| WCI Towers Mid-Atlantic USA, Inc. | ||
| WCI Towers Northeast USA, Inc. | ||
| WCI Towers, Inc | ||
| Woodland Properties, LLC | ||
| By: | /s/ James D. Cullen | |
| Name: James D. Cullen | ||
| Title: Vice President and Deputy General Counsel | ||
| MHI-Rugby Road, L.L.C. | ||
| By: | Renaissance at Rugby Road LLC, as Sole Member | |
| By: | /s/ James D. Cullen | |
| Name: James D. Cullen | ||
| Title: Vice President | ||
| WCI Title, Inc. | ||
| By: | /s/ James D. Cullen | |
| Name: James D. Cullen | ||
| Title: Assistant Secretary | ||
| Attested By: | /s/ Vivien N. Hastings | |
| Name: Vivien N. Hastings | ||
| Title: Senior Vice President, General Counsel and Secretary | ||
31
EXHIBIT INDEX
| EXHIBIT |
DESCRIPTION | |
| Exhibit T3A | Second Restated Certificate of Incorporation of the Issuer (incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on May 24, 2005) (Company File No. 1-31255). | |
| Exhibit T3B.1 | Third Amended and Restated By-laws of the Issuer (incorporated by reference to Exhibit 3.2 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on May 24, 2005) (Company File No. 1-31255). | |
| Exhibit T3B.2 | Amendment to the Third Amended and Restated By-laws of the Issuer (incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on August 21, 2007) (Company File No. 1-31255). | |
| Exhibit T3C | Form of Indenture Relating to the New Notes among the Issuer, the Guarantors party thereto and the Trustee. | |
| Exhibit T3E.1 | Offering Memorandum, dated as of July 22, 2008 (incorporated by reference to Exhibit No. (a)(1)(i) to the Schedule TO filed with the Securities and Exchange Commission on July 22, 2008). | |
| Exhibit T3E.2 | Letter of Transmittal, dated as of July 22, 2008 (incorporated by reference to Exhibit No. (a)(1)(ii) to the Schedule TO filed with the Securities and Exchange Commission on July 22, 2008). | |
| Exhibit T3E.3 | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated as of July 22, 2008 (incorporated by reference to Exhibit No. (a)(1)(iii) to the Schedule TO filed with the Securities and Exchange Commission on July 22, 2008). | |
| Exhibit T3E.4 | Letter to Clients, dated as of July 22, 2008 (incorporated by reference to Exhibit No. (a)(1)(v) to the Schedule TO filed with the Securities and Exchange Commission on July 22, 2008). | |
| Exhibit T3E.5 | Notice of Guaranteed Delivery, dated as of July 22, 2008 (incorporated by reference to Exhibit No. (a)(1)(iv) to the Schedule TO filed with the Securities and Exchange Commission on July 22, 2008). | |
| Exhibit T3E.6* | Press Release of WCI Communities, Inc., dated July 8, 2008. | |
| Exhibit T3E.7* | Press Release of WCI Communities, Inc., dated July 22, 2008 (incorporated by reference to Exhibit No. (a)(1)(vii) to the Schedule TO filed with the Securities and Exchange Commission on July 22, 2008). | |
| Exhibit T3F | Cross reference sheet showing the location in the New Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included as part of Exhibit T3C filed herewith). | |
| Exhibit 25.1 | Statement of eligibility and qualification on Form T-1 of American Stock Transfer & Trust Company, LLC, as trustee, under the New Indenture to be qualified. | |
| * | Previously Filed. |
32