EXHIBIT (a)(1)(iii)
Notice of Guaranteed Delivery
for Tender of Shares of Common Stock
(Including the Associated Rights to Purchase Preferred Stock)
of
WCI COMMUNITIES, INC.
by
ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
AND
HIGH RIVER LIMITED PARTNERSHIP
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(Not to be used for Signature Guarantees)
This form, or one substantially equivalent hereto, must be used to accept
the Offer (as defined below) if certificates representing shares of common
stock, par value $.01 per share (the "Common Stock"), of WCI Communities, Inc.,
a Delaware corporation (the "Company"), or certificates, if any, representing
the rights to purchase shares of preferred stock associated with the Common
Stock (the "Rights" and, together with the Common Stock, the "Shares"), are not
immediately available (or if the procedure for book-entry transfer cannot be
completed on a timely basis), or if time will not permit all required documents
to reach the Depositary prior to the Expiration Date (as defined in Section 1 of
the Offer to Purchase (as defined below)). Such form may be delivered by hand,
transmitted by facsimile transmission or mailed to the Depositary at the
addresses and facsimile number set forth below. See Section 2 of the Offer to
Purchase.
The Rights are presently evidenced by the certificates for the Common
Stock. However, in the future the Company may issue separate certificates
representing the rights. Until such time as any such certificates are issued, a
tender by a stockholder of such stockholder's shares of Common Stock will also
constitute a tender of the associated Rights. After such time as any such
certificates representing Rights are issued, a stockholder will also be required
to tender such certificates representing the associated Rights in connection
with a tender by such stockholder of such stockholder's shares of Common Stock.
Unless the context requires otherwise, all references in this letter of
transmittal to "Shares" shall include the associated Rights.
THE DEPOSITARY FOR THE OFFER IS:
American Stock Transfer & Trust Company
By Mail or Overnight By Facsimile Transmission By Hand:
Courier: (for eligible institutions only):
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American Stock Transfer American Stock Transfer American Stock Transfer
& Trust Company & Trust Company & Trust Company
Attn: Reorganization Attn: Reorganization Attn: Reorganization
Department Department Department
6201 15th Avenue Facsimile: 718-234-5001 59 Maiden Lane
Brooklyn, NY 11219 To confirm: 1-877-248-6417 Plaza Level
New York, NY 10038
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSIONS OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY TO THE
DEPOSITARY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal or an
Agent's Message (as defined in Section 2 of the Offer to Purchase) and
certificates representing the Shares to the Depositary within the time period
specified herein. Failure to do so could result in a financial loss to the
Eligible Institution.
Ladies and Gentlemen:
The undersigned hereby tenders to Icahn Partners LP, a Delaware limited
partnership, Icahn Partners Master Fund LP, a Cayman Islands Exempted Limited
Partnership, Icahn Partners Master Fund II LP, a Cayman Islands Exempted Limited
Partnership, Icahn Partners Master Fund III LP, a Cayman Islands Exempted
Limited Partnership and High River Limited Partnership, a Delaware limited
partnership (collectively, the "Offeror"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated March 23, 2007 (the "Offer
to Purchase"), and the related Letter of Transmittal (which, including any
amendments or supplements thereto, collectively constitute the "Offer"), receipt
of which is hereby acknowledged, the number of Shares specified below pursuant
to the guaranteed delivery procedures set forth in Section 2 of the Offer to
Purchase.
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Number of Shares: _____________________ Name(s) of Record Holder(s):
Certificates No(s). (if available): _____________________________________
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_____________________________________ (Please type or print)
Check box if Share(s) will be tendered Address(es): ________________________
Book-Entry Transfer:
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/ / The Depository Trust Company (Zip Code)
Area Code and Telephone Number(s):
Account Number: ______________________
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Dated: _______________________________
Signature(s):________________________
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THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED
GUARANTEE
(Not to Be Used for Signature Guarantee)
The undersigned, a member in good standing of the Security Transfer Agent's
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchange Medallion Program (each, an "Eligible Institution"), (a)
represents that the above named person(s) own(s) the Shares tendered hereby
within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), (b) represents that such tender of
Shares complies with Rule 14e-4 under the Exchange Act, and (c) guarantees
delivery to the Depositary, at one of its addresses set forth above, of
certificates representing the Shares tendered hereby in proper form for
transfer, or confirmation of book-entry transfer of such Shares into the
Depositary's accounts at The Depository Trust Company, in each case with
delivery of a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) with any required signature guarantees, or an Agent's Message
in the case of a book-entry transfer, and any other required documents, within
three New York Stock Exchange trading days after the date hereof.
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Name of Firm:_________________________ ____________________________________
(Authorized Signature)
Address:______________________________
Name: ______________________________
_____________________________________ (Please Type or Print)
(Zip Code)
Area Code and Telephone Number: Title: _____________________________
_______________________________________ Date: ______________________________
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NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED
DELIVERY. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.