SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss. 240.14a-12
WCI Communities, Inc.
(Name of Registrant as Specified In Its Charter)
Icahn Partners LP
Icahn Onshore LP
CCI Onshore Corp.
Icahn Partners Master Fund LP
Icahn Offshore LP
CCI Offshore Corp.
High River Limited Partnership
Hopper Investments LLC
Barberry Corp.
Carl C. Icahn
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
On March 13, 2007, Carl Icahn issued a press release; a copy of the press
release is filed as Exhibit 1 hereto and is incorporated herein by reference.
IMPORTANT INFORMATION: HIGH RIVER LIMITED PARTNERSHIP AND THE ENTITIES MANAGED
BY ICAHN MANAGEMENT LP HAVE NOT YET COMMENCED THE TENDER OFFER REFERRED TO IN
THIS STATEMENT. UPON THE COMMENCEMENT OF ANY TENDER OFFER, THEY WILL FILE A
TENDER OFFER STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. THOSE
DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND SHOULD
BE READ BY SECURITY HOLDERS. IF THE TENDER OFFER IS COMMENCED, ONE WILL BE ABLE
TO OBTAIN AT NO CHARGE (I) THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS WHEN
THEY BECOME AVAILABLE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV, AND (II) THE OFFER TO PURCHASE AND ALL RELATED DOCUMENTS
FROM THE OFFERORS.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO SOLICITATION OF PROXIES BY MR. ICAHN AND HIS AFFILIATES FROM THE
STOCKHOLDERS OF WCI COMMUNITIES, INC. FOR USE AT ITS ANNUAL MEETING WHEN AND IF
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY
SOLICITATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF
PROXY WHICH WILL BE MAILED TO STOCKHOLDERS OF WCI COMMUNITIES, INC. AND WILL BE
AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE POTENTIAL PARTICIPANTS IN A
POTENTIAL PROXY SOLICITATION IS CONTAINED IN EXHIBIT 1 TO THE SCHEDULE 14A FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 2007.
EXHIBIT 1
FOR IMMEDIATE RELEASE
ICAHN AFFILIATES TO MAKE TENDER OFFERFOR SHARES OF
WCI COMMUNITIES, INC.AT $22.00 PER SHARE
New York, NY, March 13, 2007 - Carl Icahn today announced that his affiliated
entities, High River Limited Partnership and entities managed by Icahn
Management LP, intend to initiate an "any and all" tender offer, not subject to
any minimum condition, for the common stock of WCI Communities, Inc. at $22.00
per share.
Closing of the tender offer will be subject to, among other things, the
redemption of the Company's recently adopted "poison pill" by the board. Mr.
Icahn indicated that to the extent the current board prevents the conditions
from being satisfied, he intends to leave the tender offer open and intends that
our proposed nominees, if elected, would, subject to their fiduciary duties,
cause the conditions to be met so that the $22.00 "any and all" tender offer can
be consummated. The tender offer will not be subject to due diligence or
financing.
Mr. Icahn stated that "we believe that the board and CEO of WCI have not enabled
the Company to maximize the potential of its unique set of assets which trade at
a discount to their GAAP book value. If elected, we expect our slate, in a
manner consistent with their fiduciary duties, to ensure these unique assets are
properly marshaled through the current residential housing industry downturn."
WCI's board and CEO have stated emphatically and more than once that now is not
the time to sell the Company. Mr. Icahn commented, "this is one of the very few
times that management has been correct about anything." Mr. Icahn continued
"while clearly now is not the right time to sell, in my opinion Mr. Starkey and
the current board are not qualified to navigate WCI through the difficult
industry conditions that lie ahead. We question whether Mr. Starkey and the
current board have the ability or the expertise to take advantage of the complex
strategic opportunities that I believe may present themselves. Additionally,
mergers, including the possible sale of the company in the future at the right
time and price, may be overlooked by the current board."
Carl Icahn concluded that "this tender offer will be in the best interests of
all shareholders in that it would provide immediate liquidity at a premium for
those shareholders who are concerned with the current housing industry downturn
while also providing the opportunity for those shareholders who, like us,
believe in the long-term prospects of the company to realize any potential
upside."
IMPORTANT INFORMATION: HIGH RIVER LIMITED PARTNERSHIP AND THE ENTITIES MANAGED
BY ICAHN MANAGEMENT LP HAVE NOT YET COMMENCED THE TENDER OFFER REFERRED TO IN
THIS PRESS RELEASE. UPON THE COMMENCEMENT OF ANY TENDER OFFER, THEY WILL FILE A
TENDER OFFER STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. THOSE
DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND SHOULD
BE READ BY SECURITY HOLDERS. IF THE TENDER OFFER IS COMMENCED, ONE WILL BE ABLE
TO OBTAIN AT NO CHARGE (I) THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS WHEN
THEY BECOME AVAILABLE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV, AND (II) THE OFFER TO PURCHASE AND ALL RELATED DOCUMENTS
FROM THE OFFERORS.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO SOLICITATION OF PROXIES BY MR. ICAHN AND HIS AFFILIATES FROM THE
STOCKHOLDERS OF WCI COMMUNITIES, INC. FOR USE AT ITS ANNUAL MEETING WHEN AND IF
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY
SOLICITATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF
PROXY WHICH WILL BE MAILED TO STOCKHOLDERS OF WCI COMMUNITIES, INC. AND WILL BE
AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE POTENTIAL PARTICIPANTS IN A
POTENTIAL PROXY SOLICITATION IS CONTAINED IN EXHIBIT 1 TO THE SCHEDULE 14A FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 2007.
CONTACT: SUSAN GORDON (212) 702-4309