Wci Communities DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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WCI Communities, Inc.

(Name of Registrant as Specified In Its Charter)

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On May 31, 2007, WCI Communities, Inc. delivered the following presentation to Institutional Shareholder Services:

1

1

Confidential

WCI Board and Management

WCI Board and Management

Investor Presentation

Investor Presentation

May 2007

May 2007

2

2

Confidential

Disclaimer

Disclaimer

Certain information included herein and in other company reports, Securities and Exchange Commission

filings, statements and presentations is forward-looking within the meaning of the Private Securities

Litigation Reform Act of 1995, including, but not limited to, a potential sale of the Company, expected

cash receipts, statements about the Company’s anticipated operating results, financial resources, ability

to acquire land, ability to sell homes and properties, ability to deliver homes from backlog, and ability to

secure materials and subcontractors. Such forward-looking information involves important risks and

uncertainties that could significantly affect actual results and

cause them to differ materially from

expectations expressed herein and in other company reports, filings, statements and presentations.

These risks and uncertainties include WCI’s

ability to compete in real estate markets where we conduct

business; the availability and cost of land in desirable areas in its geographic markets and elsewhere and

our ability to expand successfully into those areas; WCI’s

ability to obtain necessary permits and

approvals for the development of its lands; the availability of capital to WCI and our ability to effect

growth strategies successfully; WCI’s

ability to pay principal and interest on its current and future

debts;

WCI’s

ability to comply with outstanding debt agreements/covenants; S&P and/or Moody’s downgrades;

WCI’s

ability to maintain or increase historical revenues and profit margins; availability of labor and

materials and material increases in labor and material costs; increases in interest rates and availability of

mortgage financing; the level of consumer confidence; increased customer cancellations or defaults;

adverse legislation or regulations; unanticipated litigation or legal proceedings; changes in accounting

rules, including changes in percentage of completion accounting;

natural disasters; availability and cost

of insurance and surety bonds, lack of visibility in the marketplace and inability to gauge timing of market

turnarounds; or deterioration and changes in general economic, real estate and business conditions. If

one or more of the assumptions underlying our forward-looking statements proves incorrect, then the

Company’s actual results, performance or achievements could differ materially from those expressed in,

or implied by the forward-looking statements contained in this report. Therefore, we caution you not to

place undue reliance on our forward-looking statements. In addition, as mentioned above, certain of the

forward-looking statements relate to a possible sale of the Company. No assurance can be given that a

sale transaction will be announced or consummated by the Company

or with respect to the per-share

share price that may be obtained in any such transaction.  We undertake no obligation to update or

revise any forward-looking statements, whether as a result of new information, future events or

otherwise. This statement is provided as permitted by the Private Securities Litigation Reform Act of

1995.

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Confidential

Agenda

Agenda

Who is WCI?

Homebuilding sector challenges

Background of discussions with Mr. Icahn

Overview of

WCI

WCI’s

Sale

Process

Carl Icahn’s

Proxy Fight

WCI’s

Board

and

Corporate

Governance

WCI is listening and taking action

Maximizing value through pursuit of a possible sale of the Company

WCI’s

current board is best suited to maximize value for all

shareholders

Mixed signals

Not in the interests of all shareholders

No plan presented for maximizing value

Strong governance

Independent-minded

Proven leadership

Mr. Icahn:  Over-boarded

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4

Confidential

Attendees

Attendees

James Dietz

James Dietz

Executive Vice President

Executive Vice President

and Chief Financial Officer

and Chief Financial Officer

Kathleen Shanahan

Kathleen Shanahan

Director

Director

James McDonald

James McDonald

Director

Director

Don Ackerman

Don Ackerman

Chairman of The Board

Chairman of The Board

Charles Cobb

Charles Cobb

Vice Chairman of The Board

Vice Chairman of The Board

Hilliard Eure

Hilliard Eure

Director

Director

Steven Zenker

Steven Zenker

Vice President, Investor

Vice President, Investor

& Corporate Communication

& Corporate Communication

Jerry Starkey

Jerry Starkey

Director, Chief Executive Officer

Director, Chief Executive Officer

and President

and President

Thomas McWilliams

Thomas McWilliams

Director

Director

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5

Confidential

I. Overview of WCI

I. Overview of WCI

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6

Confidential

Who is WCI?

Who is WCI?

WCI began its operations in Florida through

companies that principally focused on developing

amenitized

communities in the state

In 1995, certain stockholders of Florida Design led a

group of equity investors in acquiring Westinghouse

Electric’s real estate business unit

In 1998, the assets and management associated

with the two components of the company were joined

in a merger, creating WCI

In 2002, WCI completed its IPO

History and Development

History and Development

Financial Statistics

Financial Statistics

Business Summary

Business Summary

Market Cap:  $886

WCI is a fully-integrated homebuilding and real estate services company

WCI

and

its

predecessors

have

over

50

years

of

experience

in

the

design,

construction

and

operation

of

leisure-

oriented, amenity-rich master-planned communities

The

Company

offers

a

full

complement

of

products

and

services

to

enhance

its

customers’

lifestyles

As

of

December

31,

2006,

WCI

had

72

locations

where

it

was

building

single-

and

multi-family

homes

or

mid-

and

high-rise residential units or operating amenity facilities. In total, the Company controls about 15,200 acres of land,

where it plans to develop approximately 20,000 residences

($ in millions, except EPS and Book Value Per Share)

$23.57

$0.21

1

$250

1

$2,054

2006

$23.86

$4.15

$599

$2,602

2005

Book Value

Per Share

EPS

Gross

Margin

Revenue

1

Gross margin and EPS in 2006 were reduced by $135mm and $1.95 respectively due to one-time charges related to impairment of certain

assets and abandonment of certain option contracts.

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7

Confidential

Homebuilding Sector Challenges

Homebuilding Sector Challenges

The current softness in the North American homebuilding market, specifically in

Florida, has adversely affected WCI’s

operating performance

—

Nationwide

new

home

starts

for

homebuilders,

including

WCI,

have

fallen

from

382,000 in the first quarter of 2006 to 259,000 in the first quarter of 2007 and

earnings per share is expected to decline by approximately 80% in 2007 for

the ten largest public builders

1

—

New home starts have fallen by 55% in Florida over the same period and

several

large

builders

including

Hovnanian

and

Technical

Olympic

have

announced large write-downs of property in Florida

The Company believes that it is well-positioned to weather the current downturn and

recover operationally due to its significant land position (owned and mostly entitled

land) which enables the Company to curtail land acquisition and development

spending, as well as its expectation of realizing approximately $1 billion of cash flow

from operations, primarily from the collection of tower receivables

Industry analysts expect the new home market to stabilize over the next 18 months

as excess inventories are absorbed due to increased demand and restrained

construction starts on the part of homebuilders.  As the Company

looks forward to

this recovery, it believes that its attractive inventory of well-located, entitled land

should enable WCI to recover rapidly

1

Includes

DR

Horton,

Hovnanian

Enterprises,

KB

Home,

Lennar,

MDC

Holdings,

NVR,

Pulte

Homes,

Ryland

Group,

Standard

Pacific

and Toll

Brothers

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8

Confidential

Background

Background

11 December:  Mr. Icahn, a roughly 4% owner, indicated to the Company that he was interested

in acquiring additional shares and that he believed the stock to

be undervalued (close:  $17.57)

December 2006

December 2006

January 2007

January 2007

February 2007

February 2007

March 2007

March 2007

16 January:  Mr. Icahn

disclosed that the Icahn

Group owned a 14.57% stake in the Company

and

said

he

would

attempt

to

“unlock

the

inherent

value

of

the

shares”

(close:

$22.47)

30 January:  The Board met and decided to adopt a limited-duration shareholder rights plan with a 15%

trigger to give the Board the time to consider exploring alternatives that could maximize shareholder

value (close:  $20.44)

—

The Board also agreed to offer Mr. Icahn

a seat on the Board in exchange for his agreement to

enter into a customary standstill

1 February:  The Company said that the Board would consider amending its rights plan to 20%,

giving

Mr.

Icahn

one

seat

on

the

Board

and

offering

a

second

seat

to

the

nominee

of

another

shareholder

of

the

Company

with

a

large

holding

in

exchange

for

Mr.

Icahn’s

agreement

to

enter

into a standstill through the 2008 annual meeting (close:  $21.75)

5 February:  Mr. Icahn

said he would accept the seat on the Board and agree to a one-year

standstill privately, conditioned on a waiver of Section 203.  The Board unanimously determined

that waiving Section 203 would not be in the best interests of all of the Company’s shareholders

(close:  $21.79)

16 February:  Icahn

Group filed a proxy nominating ten directors to the board (close:  $23.80,

prior day close:  $18.97)

13

March

:

Mr.

Icahn

announced

his

intention

to

make

a

tender

offer

for

“any

and

all”

shares

at

$22 per share (close:  $21.91)

From

December

11,

2006

–

February

12,

2007,

representatives

of

WCI

and

Mr.

Icahn

and/or

his

representatives

had ten separate discussions

The

Company

tried

to

work

with

Mr.

Icahn

to

pursue

a

result

that

was

designed

to

achieve

value

for

all

shareholders.

However,

the

Board

was

concerned

that

Mr.

Icahn

was

seeking

to

cause

the

removal

of

the

procedural

protections

designed

for

all

shareholders

in

order

to

acquire

the

Company

at

an

opportunistic

price

May 2007

May 2007

21 May:  Mr. Icahn’s

tender offer expired –

Mr. Icahn

did not extend it (close:  $19.80)

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Confidential

II. WCI’s

II. WCI’s

Sale Process

Sale Process

10

10

Confidential

WCI is Listening and Taking Action

WCI is Listening and Taking Action

Our Company is committed to an active and ongoing dialogue with all

shareholders to ensure that we are delivering on our promises and are

holding ourselves accountable

—

We have consistently reached out to shareholders –

including

recently –

to hear their views

Our Board of Directors, assisted by its advisor Goldman Sachs, led a

comprehensive and deliberate review of strategic alternatives and after

completing that review, and receiving a number of inquiries from

potential buyers, decided to pursue a sale of the Company to

determine whether that avenue would best maximize shareholder value

—

On April 5, 2007, we announced that we asked Goldman Sachs

to assist in the sale process

—

Our Board has met weekly since then to provide direct and active

oversight of this important process

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11

Confidential

Maximizing Value:  Pursuit of a Sale

Maximizing Value:  Pursuit of a Sale

To protect and maximize value for ALL its shareholders, WCI is pursuing a sale

process wherein all potential buyers, including the Icahn

Group, can participate

on equal terms without unfair advantages

We have received interest from several parties who are potentially interested in

acquiring the Company

—

Although a completed transaction is not a guarantee, we believe that our

publicly-announced sale process is designed to maximize value for all of

our shareholders

The Board believes that certain potential buyers could realize significant

potential synergies in connection with any transaction with the Company

The Board invited the Icahn

Group to fully participate in the sale process,

including

accessing

private

company

documents,

but

the

Icahn

Group

declined

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12

Confidential

WCI’s

WCI’s

Current Board is Best Positioned to Direct

Current Board is Best Positioned to Direct

the Sale of the Company

the Sale of the Company

Current Board Most Qualified to Run a Sale Process

Eight of the current Board members have been involved in the sale of

companies in the past

Not all of Mr. Icahn’s

nominees are independent of Mr. Icahn.  Four of the

nominees have publicly disclosed professional affiliations with Mr. Icahn.  They

may favor Mr. Icahn’s

interests to the detriment of other public shareholders

Mr. Icahn’s

presence on the board may be disruptive to a sale process

We are concerned that Mr. Icahn’s

proxy fight for board control is a tactic that

may facilitate his obtaining control of the Company without paying an adequate

control premium

13

13

Confidential

III. Carl Icahn’s

III. Carl Icahn’s

Proxy Fight

Proxy Fight

14

14

Confidential

Mr. Icahn:  Mixed Signals

Mr. Icahn:  Mixed Signals

Has not articulated a concrete action

plan to enhance value for

shareholders

“Unlock shareholder value”

Allowed his tender offer to expire

“Offer to purchase any and all of the

outstanding Shares at a price of $22.00

per Share”

Offered $22 per share for “any and all”

shares

“Now is not the right time to sell”

Declined Board seat

Wants Board representation

…But His Actions Say Otherwise

Mr. Icahn

Says…

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15

Confidential

The Icahn

The Icahn

Group’s Actions Have Not Been in the

Group’s Actions Have Not Been in the

Interests of WCI’s

Interests of WCI’s

Shareholders

Shareholders

The Icahn

Group offered to buy “any and all”

of the Company’s shares and then let

the offer expire.  His actions send mixed signals to shareholders

In initiating a tender offer, the Icahn

Group stated that “clearly now is not the right

time to sell”

—

However,

apparently

Mr.

Icahn

believed

that

it

was

the

right

time

for

him

to

buy and said that he would like the Board to remove the procedural

safeguards it had implemented to negotiate a better price for all of the

shareholders

We expect to realize approximately $1 billion of cash flow from operations,

generated primarily from the collection of tower receivables, with the remaining

proceeds from land and recreational amenity sales

—

WCI’s

debt to capital is expected to decline to approximately 50% by

December 31, 2007

The

Company

has

the

ability

to

repurchase

up

to

5

million

shares

in

September

and

October

2007

at

a

price

of

$13.63

per

share

—

These contracts may be settled in cash and have a current value of

approximately $30mm, or $0.71 per outstanding share, which is not reflected

on WCI’s

balance sheet

16

16

Confidential

Initial Offer Was Structurally Coercive and Highly

Initial Offer Was Structurally Coercive and Highly

Conditional

Conditional

The initial offer, which Mr. Icahn

allowed to expire, was structurally coercive

—

No back-end transaction

—

No post-offer protections

—

Would

trigger

an

event

of

default

under

WCI’s

credit

facilities

and

other

debt

—

The design of the Offer may have subjected shareholders who decided not to tender

to substantial value and liquidity risk

De-listing of shares:  “registration of the Shares may be terminated [under the

Exchange

Act]”

1

Volume could decline substantially:  “the Offer may adversely affect the liquidity

and market value of the remaining Shares held by the public”

1

Could trigger an expensive and difficult refinancing of substantially all of the

Company’s debt

The

Offer

was

highly

conditional

for

the

benefit

of

the

Icahn

Group,

resulting

in

substantial

uncertainty for the Company’s shareholders as to whether the Offer would be completed

—

In fact, the Offer was subject to 14 conditions in total

—

The lack of structural protections in the Offer could have had the effect of

encouraging shareholders to tender into the Offer, even if they believed that the $22

per share price was inadequate

1

Form

SC

TO-T

filed

by

Icahn

Carl

C

et

al

on

23

March

2007

17

17

Confidential

The Current Board Has the Experience and a Plan to

The Current Board Has the Experience and a Plan to

Maximize Value for All Shareholders

Maximize Value for All Shareholders

The Advantages of the Current Board

The current Board is better positioned to deliver and protect WCI’s

value for all

shareholders in light of the Board’s significant operating experience in the industry

and determination to pursue a sale process for the Company

The business is highly dependent on relationships with our employees and

customers, as well as regulators and other governmental authorities, including permit

approval, zoning and land-use boards

The current Board has extensive experience in these matters as well as experience

in developing master planned communities

The current Board has greater experience and knowledge of the Company’s business

and industry and is more qualified than the candidates nominated

by Mr. Icahn

to

navigate the Company through a sale process and a difficult period in the home-

building industry

The current Board has remained steadfast in its commitment to

act in the interests of ALL

shareholders

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18

Confidential

The Icahn

The Icahn

Group Has Not Presented Any Plan for

Group Has Not Presented Any Plan for

Maximizing Value for WCI

Maximizing Value for WCI

The Risks of the Icahn

Group

The Icahn

Group has not presented any plan or proposal to shareholders that

would suggest it intends or has the capability to deliver superior value to all

shareholders

Previously, Mr. Icahn

has called for the elimination of procedural safeguards

such as the limited-duration shareholder rights plan and statutory protections

that

are

designed

to

ensure

a

fair

process

for

all

shareholders.

This

is

not

indicative of a value-enhancing plan for all shareholders

The Icahn

Group acknowledged that the election of their slate of directors would

represent

a

change

in

control

under

virtually

all

of

WCI’s

debt

agreements.

The

Icahn

Group, in its preliminary proxy, said that if the debt accelerated and could

not be repaid, WCI could go bankrupt

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Confidential

IV. WCI’s

IV. WCI’s

Board and Corporate Governance

Board and Corporate Governance

20

20

Confidential

Strong Governance

Strong Governance

8 of our 10 directors are independent; one director is a non-management insider who,

along with his family, owns approximately 9.3% of WCI’s

outstanding shares

Separated positions of Chairman and CEO

Independent Audit, Compensation and Corporate Governance & Nominating

Committees

Since Mr. Icahn's

initial 13D filing on January 22, the Board has met 14 times.  In

addition, since March 23, the Board has had weekly informational

sessions

High

CGQ

scores

(92.0%

vs.

the

Russell

3000;

88.2%

vs.

the

Consumer

Durables

&

Apparel Group)

Public companies where Mr. Icahn

has a controlling stake have weaker governance

ratings according to ISS’s

CGQ metrics

—

American Railcar Industries (22.5% vs. the CGQ Universe; 14.9% vs. the

Capital Goods Group)

—

XO Holdings (22.0% vs. the CGQ Universe; 19.3% vs. the Telecommunication

Services Group)

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Confidential

Mr. Icahn:  Over-Boarded

Mr. Icahn:  Over-Boarded

In November 2006, Mr. Icahn

said on CNBC, regarding a director that served on too many boards:

—

“How can a guy be on eight boards and know what the hell he's doing? These companies are

complicated and you have tremendous competition from abroad.  How can somebody sit on a board -

even if he's the smartest guy in the world, if he was Einstein -

and understand what the company is

doing?”¹

Mr. Icahn

currently serves on at least 10 boards (6 public company boards

and at least 4 private company

boards)

Note: Icahn

& Co., Starfire

Holding Corp, ACF Industries and GB Holdings are not public companies

1

Interview on CNBC Closing Bell, November 2006

Carl Icahn’s

Current Board Memberships

Carl Icahn

Cadus

Corp.

Icahn

& Co.

Starfire

Holding Corp.

GB Holdings

American Property

Investors, Inc.

22

22

Confidential

WCI’s

WCI’s

Board:  Diverse and Proven Leadership with

Board:  Diverse and Proven Leadership with

Investor, Financial and Executive Backgrounds

Investor, Financial and Executive Backgrounds

Stewart Turley

(8 years tenure)

Former Chairman and Chief Executive Officer of Eckerd

Corporation

Lawrence L. Landry

(12 years tenure)

President and Chief Executive Officer of Westport

Advisors

Chairman of the Board of Trustees of Clark University

Jerry L. Starkey

(6 years tenure)

President and Chief Executive Officer of WCI

Communities

Former President and Chief Operating Officer of Florida

Design Communities

F. Philip Handy

(8 years tenure)

Chief Executive Officer of Strategic Industries

Former Managing Partner of Equity Group Investments

Kathleen M. Shanahan

(3 years tenure)

Chief Executive Officer of WRS Infrastructure &

Environment

Former President of Irish ROSE Consulting

Former Chief of Staff for former Florida Governor Bush

Hilliard M. Eure

III

(4 years tenure)

Former Chairman of WEDU, a public broadcasting station

in West Central Florida

Retired Managing Partner of the KPMG Accounting

Practice in Central Florida

Thomas F. McWilliams

(7 years tenure)

1

Managing Partner of Court Square Capital Partners

Former Managing Director of Citigroup Venture Capital

Charles E. Cobb Jr.

(2 years tenure)

Chief Executive Officer of Cobb Partners

Former Chief Executive Officer of Disney Development &

Arvida

Former U.S. Ambassador and Chairman of University of

Miami

James F. McDonald

(new member, under 1 year)

Chief Executive Officer of Scientific Atlanta

Former President and Chief Executive Officer of Gould

Don E. Ackerman

(12 years tenure)

Chief Executive Officer of Chandelle Ventures

Former Chief Executive Officer of Aston Care Systems

Former Partner of J.H. Whitney & Co.

1

Thomas McWilliams was originally on the Board from November 1998 through July 2002 and re-joined the

Board in February 2004

23

23

Confidential

Conclusion

Conclusion

WCI’s

Board has taken decisive action focused on the interests

of, and designed to maximize value for, all shareholders

WCI’s

current directors are best suited to deliver value and

navigate the challenging housing and real estate market

The

election

of

Mr.

Icahn’s

slate

of

director-nominees

could

jeopardize shareholders’

opportunity to obtain maximum value

for their shares

—

The Icahn

Group has failed to present any plan or proposal

—

The Icahn

Group could be disruptive to the sale process