THE
HENZE GROUP, LLC
WHEELER
LANDING
(989) 667-0030
OF STOCK IN
WHEELER LANDING, INC.
The Henze Group, LLC, a Michigan Limited Liability Company (the “Henze Group”), is offering 116 shares of common stock of WHEELER LANDING, INC., a Michigan non-profit corporation (the “Company”) that owns a completed and operational marina known as Wheeler
Landing (the “
In August
2000, the Henze Group acquired its shares of Company stock from Richard C.
Roese and William F. Roese, the
Each share
of Company common Stock represents the right to utilize a numbered boat slip in
the
The shares
of stock offered hereby and the maximum length of the boat (including all
accessories and extensions such as bow pulpits, stern platforms and dinghy
davits) that may be accommodated at the boat slip which corresponds to each
such share are set forth in Exhibit A to
this Offering Circular. A current price
list for the shares offered hereby is attached hereto as Exhibit B.
The principal office of the Company
is located at
The purpose of the Club is to encourage and promote the sport of yachting and the science of seamanship, racing and navigation; and to provide a suitable anchorage and facilities for use of its members and for social association among its members and their families.
The Company
owns fee simple title to the
The power to make all decisions
concerning management of the
The Henze Group was formed in
August 2000 for the purpose of acquiring and reselling the shares of Company
stock offered under this Offering Circular, and purchasing , developing,
selling and leasing real estate, including leasing the boat slips in the Marina
that correspond to the unsold shares of Company stock owned by the Henze
Group. At present, the Henze Group’s
only activities relate to the
Mr. Henze
retired from Ford Motor Company in 1994, after 30 years with that company. His son Jeff is an analyst with Compuware in
Messrs.
Madajski and
The
(See Current Financial Condition below).
Moreover, water levels have been dropping in recent years. If this trend continues, the boat slips in
the
No securities offered hereby shall be sold prior to the expiration of 48 hours after a prospective
purchaser has received a copy of this Offering Circular, with all exhibits, and such purchaser tenders to the Henze Group or its agent a signed Stock Purchase Agreement (in the form attached hereto as Exhibit G and such Stock Purchase Agreement has been accepted on behalf of the Henze Group. If a Stock Purchase Agreement is accompanied by funds for the purchase of Company common stock, no such funds may be released to the Henze Group until the closing of the sale of such securities.
This offering is made solely through this Offering Circular. Each prospective investor is encouraged to seek the advice of his attorney, tax consultant and financial advisor with respect to the legal, tax and business aspects of this investment prior to subscribing for the securities.
No registration statement or similar documents in connection with the offering have been or will be filed in any jurisdiction. No withdrawal or any adverse order, judgment or decree has been issued in connection with this offering by any regulatory authority or court.
The Henze Group financed its acquisition of the Company
common stock in part with the proceeds of a loan from Independent Bank MSB, in
There are 235 shares of Company common stock outstanding. The Company has not issued and is not authorized to issue any other class of stock. The 116 shares offered under this Offering Circular have been issued to the Henze Group and are not being offered by the Company. Except as
described above under Shares to be Sold, no shareholder of the Company shall have any private or individual interest in any of the Company’s lands, property or assets. In the event of dissolution of the Company, each share of stock shall entitle the owner thereof to such an undivided fractional share of the net assets of the Company as such share or shares shall bear to the total number of shares then outstanding.
The stock certificates issued by the Company shall be numbered consecutively, 1 through 236 (although the certificates and corresponding boat slips are numbered 1 – 236, only 235 shares have been issued by the Company and only 235 boat slips exist in the Marina, as slip # 92 never was constructed and a stock certificate with the corresponding number never was issued) and the number of the stock certificate shall be the numbered boat slip space assigned to the holder of such certificate and any successor to such holder. Upon the sale or transfer of such stock, the certificate number shall remain the same; however, subsequent stock certificates shall bear the same number but be followed by a letter in the alphabet for each transfer of such share commencing with the letter “A” through “Z” as said alphabet commonly appears.
Each share is entitled to one (1) vote on all matters submitted to the shareholders of the Company, including the election of Directors, and participates equally in assets available for distribution on liquidation and/or dissolution after payment of all of the Company’s debts and liabilities. All shares of stock now or
hereafter issued shall be validly issued and fully paid. a shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized agent or representative.
In addition to the use of one (1)
boat slip and the voting privileges above set forth, each owner of a share of
the Company’s common stock will be a member of the Wheeler Landing Association,
which was organized for the purpose of controlling and operating the
Boat slips representing shares not sold by the Henze Group may be leased by the Henze Group to the general public on an annual basis with the proceeds inuring to the benefit of the Henze Group. The Henze Group shall pay dues and assessments on each share of Company common stock it owns in the same manner as all other shareholders of the Company.
A member’s Company stock and membership in the Association are transferable. No approval of the Board of Directors or consent thereto is required for a transfer of shares.
Shares of the Company are subject to assessment as described in the Company’s bylaws (see Wheeler Landing Association; Dues and Assessments below) and, if such assessments are not paid when due the stock represented thereby may be sold by the Association to satisfy the delinquent assessment, as provided in the Company’s bylaws. Shares of Company stock are also subject to compulsory sale or forfeiture for “major violations,” as determined in accordance with the Company’s Bylaws.
American
Real Estate and Leasing Group, a licensed real estate broker in
The proceeds of sale shall be
applied first to pay the Release Price (see Financing
for Henze Group Acquisition above) and the expenses of sale, with the
excess to be retained by the Henze Group.
Each owner of a share of Company stock shall be a member of the Wheeler Landing Association, an unincorporated association the members of which are coextensive with the shareholders of the Company. (Rule #2 or the Club’s rules and regulations refer to shareholders and boat slip lessees alike as members, and Rule #13 provides that a shareholder who leases his or her boat slip relinquishes rights of ownership/membership during the period of the lease. A complete set of the Club Rules is attached to this Offering Circular as Exhibit H. Dues and assessments for each member of the Association are set annually by the Board of Directors. Dues and assessments are payable in advance to the Treasurer of the Club no later than May 1 following billing. Failure to pay dues may result in involuntary sale of the delinquent share as provided in the Company’s Bylaws.
Each member of the Association
shall be entitled to use the common facilities of the
Members of the Association are responsible for maintaining their own boat and other personal property and liability insurance coverage. The premiums for such insurance coverage are separate from and in addition to Association dues and assessments.
For the years 1996 through 2004 annual
membership dues ranged from $653 per share to $750 per share. In 2005 the dues were changed to a sliding
scale to represent the size of the dock.
The rates ranged from $750 for a
The Company is managed by its Board of Directors who are to be elected annually by the shareholders. Officers of the Company are elected annually and serve at the pleasure of the Board of Directors. The officers and Directors of the Company serve in corresponding capacities for the Club. The current officers and Directors of the Company and the Club are as follows:
Joseph J. Henze President (Commodore)
Ronald Wandzell Vice President (Vice Commodore)
Robert M. Jennings Assistant Secretary
James Patterson Secretary
Katherine Shockley Treasurer
Dennis Cull Assistant Treasurer
Arthur A. Madajski Director
No offer to sell shares
nor sales of shares shall be made by the Henze Group other than to bona fide residents of the State of
Copies of all of the Exhibits
referred to in this Offering Circular including the Company’s Articles of
Incorporation and Bylaws are available for review at the office of American
Real Estate & Leasing Group LLC,
This revised Offering Circular is
dated
Note: Current
Exhibits are available through the offices of American Real Estate &
Leasing Group,