EXHIBIT (a)(1)(v)
Offer to Purchase for Cash
Any and All Outstanding 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
------------------------------------------
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON MAY
18, 2007, UNLESS THE OFFER IS EXTENDED (THE
"EXPIRATION DATE").
- --------------------------------------------------------------------------------
March 23, 2007
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated March 23,
2007 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") relating to the offer by 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"), to purchase any and all of the
outstanding shares of common stock, par value $.01 per share (the "Common
Stock"), of WCI Communities, Inc., a Delaware corporation (the "Company"), and
the rights to purchase certain preferred stock associated with the shares of
Common Stock (the "Rights" and, together with the Common Stock, the "Shares"),
at a price of $22.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer.
WE ARE THE HOLDER OF RECORD (DIRECTLY OR INDIRECTLY) OF SHARES FOR YOUR
ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US OR OUR NOMINEES AS THE
HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all of the Shares held by us for your account, pursuant to the
terms and subject to the conditions set forth in the Offer.
Your attention is directed to the following:
o The tender price is $22.00 per Share, net to the seller in cash,
without interest, upon the terms and conditions set forth in the Offer
to Purchase.
o The Offer and withdrawal rights period will expire at 12:00 midnight,
New York City time, on May 18, 2007, unless the Offer is extended.
o The following three conditions apply to the Offer. (I) the Rights
(known as the "Poison Pill") have been redeemed and are otherwise
inapplicable to the Offer and the Offeror (the "Poison Pill
Condition"). (II) The Company's Board has taken action such that the
provisions of Section 203 of the Delaware General Corporation Law
would not, following consummation of the Offer, prohibit or restrict
any Business Combination, as defined therein, involving the Company
and the Offeror or any affiliate or associate of the Offeror (the
"Delaware 203 Condition"). (III) In the event that the number of
Shares tendered and not withdrawn plus the number of Shares
beneficially owned by the Offeror exceeds 50% of the outstanding
Shares, and the Offeror's nominees do not yet constitute a majority of
the Company's Board, the current directors of the Company have
resigned and appointed Offeror's nominees to the Board such that they
constitute all of the Company's Board of Directors. The Offer is also
subject to other customary conditions. See Section 14 of the Offer to
Purchase.
o Stockholders who tender Shares will not be obligated to pay brokerage
fees or commissions to the Information Agent or the Depositary or,
except as set forth in Instruction 6 of the Letter of Transmittal,
stock transfer taxes on the purchase of Shares by the Offeror pursuant
to the Offer.
If you wish to have us tender any or all of your Shares, please complete,
sign and return the instruction form set forth below. An envelope to return your
instructions to us is enclosed. If you authorize the tender of your Shares, all
such Shares will be tendered unless otherwise specified on the instruction form
set forth below. Please forward your instructions to us as soon as possible to
allow us ample time to tender your Shares on your behalf prior to the expiration
of the Offer.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and any supplements and amendments thereto. The Offeror is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. If the Offeror becomes
aware of any valid state statute prohibiting the making of the Offer or the
acceptance of Shares pursuant thereto, the Offeror will make a good faith effort
to comply with any such state statute or seek to have such statute declared
inapplicable to the Offer. If, after such good faith effort, the Offeror cannot
comply with any such state statute, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of Shares in such state.
In any jurisdiction where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer will be deemed to be
made on behalf of the Offeror by one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
Instructions with Respect to the Offer to Purchase for Cash
Any and All 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
------------------------------
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated March 23, 2007, (the "Offer to Purchase") and the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer") relating to the offer
by 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"), to
purchase any and all of the outstanding shares of common stock, par value $.01
per share (the "Common Stock"), of WCI Communities, Inc., a Delaware corporation
(the "Company"), and the rights to purchase certain preferred stock associated
with the shares of Common Stock (the "Rights" and, together with the Common
Stock, the "Shares"), at a price of $22.00 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer.
This will instruct you to tender to Offeror the number of Shares indicated
below (or, if no number is indicated below, all Shares) held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
- --------------------------------------------------------------------------------
Number of Shares to be Tendered:_____________________________________Shares*
Date:___________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGN HERE
Signature(s)____________________________________________________________________
(Print Name(s))_________________________________________________________________
(Print Address(es))_____________________________________________________________
(Area Code and
Telephone Number(s))____________________________________________________________
(Taxpayer Identification or
Social Security Number(s)_______________________________________________________
- --------------------------------------------------------------------------------
* Unless otherwise indicated, it will be assumed that all of your Shares held by
us for your account are to be tendered.