UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. )
--------------------------
WCI COMMUNITIES, INC.
(Name of Subject Company (Issuer))
Icahn Partners LP
Icahn Onshore LP
CCI Onshore Corp.
Icahn Partners Master Fund LP
Icahn Partners Master Fund II LP
Icahn Partners Master Fund III LP
Icahn Offshore LP
CCI Offshore Corp.
High River Limited Partnership
Hopper Investments LLC
Barberry Corp.
Carl C. Icahn
(Names of Filing Persons (Offerors))
Common Stock, Par Value $.01
(Title of Class of Securities)
92923C104
(CUSIP Number of Class of Securities)
Marc Weitzen, Esq.
General Counsel
Icahn Associates Corp. & affiliated companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on behalf of Filing Persons)
CALCULATION OF FILING FEE
TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
$789,302,954 $157,860.60
- -----------------------------------------
(1) Estimated solely for the purpose of calculating the fee in accordance
with the Rule 0-11 of the Securities Exchange Act of 1934.
(2) The amount of the fee is based upon the product of 35,877,407 shares
of common stock of WCI Communities, Inc. at a price of $22.00 per
share.
|_| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
Amount Previously Paid: Form or Registration No.:
Filing Party: Date Filed:
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3
|X| amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
COMBINED SCHEDULE TO AND SCHEDULE 13D
This Schedule TO is being filed on behalf of Icahn Partners LP, a Delaware
limited partnership ("Icahn Partners"), Icahn Partners Master Fund LP, a Cayman
Island exempted limited partnership ("Icahn Master"), Icahn Partners Master II
Fund LP, a Cayman Island exempted limited partnership ("Icahn Master II"), Icahn
Partners Master Fund III LP, a Cayman Island exempted limited partnership
("Icahn Master III"), High River Limited Partnership, a Delaware limited
partnership ("High River" and collectively with Icahn Partners, Icahn Master,
Icahn Master II and Icahn Master III, the "Offeror"), Icahn Onshore LP, a
Delaware limited partnership ("Icahn Onshore"), CCI Onshore Corp. a Delaware
corporation ("CCI Onshore"), Icahn Offshore LP, a Delaware limited partnership
("Icahn Offshore"), CCI Offshore Corp., a Delaware corporation ("CCI Offshore"),
Hopper Investments LLC, a Delaware limited liability company ("Hopper"),
Barberry Corp., a Delaware corporation ("Barberry"), and Carl C. Icahn ("Icahn"
and collectively with the Offeror, Icahn Onshore, CCI Onshore, Icahn Offshore,
CCI Offshore, Hopper and Barberry, the "Filing Persons"), relating to the offer
by the Offeror to purchase (i) any and all shares of common stock, par value
$0.01 per share (the "WCI Shares"), of WCI Communities, Inc., a Delaware
corporation ("WCI"); and (ii) the associated rights (the "Rights" and together
with the WCI Shares, the "Shares") to purchase certain preferred stock issued
under the Rights Agreement, dated as of January 30, 2007, between WCI and
Computershare Trust Company, N.A., as Rights Agent, at a price of $22.00 per
Share.
The offer is subject to the terms and conditions set forth in the Offer to
Purchase, dated March 23, 2007 (the "Offer to Purchase"). The Offer to Purchase
and the related Letter of Transmittal (the "Letter of Transmittal") and Notice
of Guaranteed Delivery (the "Notice of Guaranteed Delivery"), copies of which
are attached hereto as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii),
constitute the "Offer".
As permitted by General Instruction F to Schedule TO, the information set
forth in the entire Offer to Purchase, the Letter of Transmittal and the Notice
of Guaranteed Delivery, including all appendices, schedules, exhibits and
annexes thereto, is hereby expressly incorporated by reference in response to
Items 1 through 11 of this Schedule TO.
As permitted by General Instruction G to Schedule TO, this Schedule TO is
also an amendment to the joint statement on Schedule 13D filed on October 28,
2005 by the Filing Persons (other than Icahn Master II and Icahn Master III), as
amended by the Schedule TO-C filed on March 13, 2007 by the Filing Persons
(other than Icahn Master II and Icahn Master III).
CUSIP No. 92923C104
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,279,725
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,279,725
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,279,725
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.05%
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 92923C104
1 NAME OF REPORTING PERSON
Hopper Investments LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,279,725
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,279,725
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,279,725
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.05%
14 TYPE OF REPORTING PERSON*
OO
CUSIP No. 92923C104
1 NAME OF REPORTING PERSON
Barberry Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,279,725
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,279,725
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,279,725
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.05%
14 TYPE OF REPORTING PERSON*
CO
CUSIP No. 92923C104
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,914,558
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,914,558
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,914,558
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.56%
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 92923C104
1 NAME OF REPORTING PERSON
Icahn Offshore LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,914,558
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,914,558
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,914,558
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.56%
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 92923C104
1 NAME OF REPORTING PERSON
CCI Offshore Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,914,558
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,914,558
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,914,558
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.56%
14 TYPE OF REPORTING PERSON*
CO
CUSIP No. 92923C104
1 NAME OF REPORTING PERSON
Icahn Partners LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
2,901,892
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,901,892
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,901,892
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.91%
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 92923C104
1 NAME OF REPORTING PERSON
Icahn Onshore LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,901,892
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,901,892
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,901,892
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.91%
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 92923C104
1 NAME OF REPORTING PERSON CCI Onshore Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,901,892
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,901,892
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,901,892
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.91%
14 TYPE OF REPORTING PERSON*
CO
CUSIP No. 92923C104
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
6,096,175
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,096,175
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,096,175
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.52%
14 TYPE OF REPORTING PERSON*
IN
ITEM 12. EXHIBITS
EXHIBIT DESCRIPTION
- -------------- ----------------------------------------------------------------
(a)(1)(i) Offer to Purchase, dated March 23, 2007 (filed herewith)
(a)(1)(ii) Letter of Transmittal (filed herewith)
(a)(1)(iii) Notice of Guaranteed Delivery (filed herewith)
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (filed herewith)
(a)(1)(v) Letter to Clients (filed herewith)
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification Number
(filed herewith)
(a)(5)(i) Summary Advertisement of the Offeror, dated March 23, 2007
(filed herewith)
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: March 23, 2007
ICAHN PARTNERS LP
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Managing Director
ICAHN ONSHORE LP
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Managing Director
CCI ONSHORE CORP.
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Managing Director
ICAHN PARTNERS MASTER FUND LP
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Managing Director
ICAHN PARTNERS MASTER FUND II LP
By: Icahn Offshore LP, managing general partner
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Managing Director
ICAHN PARTNERS MASTER FUND III LP
By: Icahn Offshore LP, managing general partner
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Managing Director
[Signature page to the Schedule TO filed with the SEC in connection with the
WCI Communities, Inc. Tender Offer at $22.00 per Share]
ICAHN OFFSHORE LP
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Managing Director
CCI OFFSHORE CORP.
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Managing Director
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp., sole member
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Secretary
HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Secretary
BARBERRY CORP.
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Secretary
[Signature page to the Schedule TO filed with the SEC in connection with the
WCI Communities, Inc. Tender Offer at $22.00 per Share]
/s/ Carl C. Icahn
- -----------------
CARL C. ICAHN
[Signature page to the Schedule TO filed with the SEC in connection with the
WCI Communities, Inc. Tender Offer at $22.00 per Share]
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- -------------- ----------------------------------------------------------------
(a)(1)(i) Offer to Purchase, dated March 23, 2007 (filed herewith)
(a)(1)(ii) Letter of Transmittal (filed herewith)
(a)(1)(iii) Notice of Guaranteed Delivery (filed herewith)
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (filed herewith)
(a)(1)(v) Letter to Clients (filed herewith)
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification Number
(filed herewith)
(a)(5)(i) Summary Advertisement of the Offeror, dated March 23, 2007
(filed herewith)