UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE TO/A
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
--------------------------
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 L.P.
Icahn Partners Master Fund III L.P.
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.
|X| 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: $157,860.60 Form or Registration No.: Schedule TO-T
Filing Party: Icahn Partners LP, Icahn Date Filed: March 23, 2007
Onshore LP, CCI Onshore Corp., Icahn
Partners Master Fund LP, Icahn Partners
Master Fund II L.P., Icahn Partners
Master Fund III L.P., Icahn Offshore LP,
CCI Offshore Corp., High River Limited
Partnership, Hopper Investments LLC,
Barberry Corp. and Carl C. Icahn
|_| 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 Amendment No.1 amends and supplements the Tender Offer Statement on
Schedule TO filed on March 23, 2007 (the "Schedule TO"), by 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 Fund II L.P., a Cayman Island exempted limited partnership ("Icahn Master
II"), Icahn Partners Master Fund III L.P., 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 outstanding 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, as amended, at a price of
$22.00 per Share, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated March
23, 2007, as amended by the Supplement to Offer to Purchase, dated May 11, 2007,
(the "Offer Supplement") and in the related Letter of Transmittal, dated March
23, 2007, including the Instructions thereto, as it may be supplemented or
amended from time to time. Capitalized terms used herein and not otherwise
defined have the respective meanings ascribed thereto in the Schedule TO.
Unless otherwise stated below, the information set forth in the Schedule
TO, as amended by this Amendment No. 1, including all schedules and annexes
thereto, is hereby expressly incorporated herein by reference in response to
Items 1-9 and Item 11 of this Amendment No. 1 to Schedule TO. You should read
this Amendment No. 1 to Schedule TO together with the Schedule TO filed March
23, 2007.
As permitted by General Instruction G to Schedule TO, this Amendment No. 1
to Schedule TO is also an amendment to the joint statement on Schedule 13D filed
on October 28, 2005 by the Filing Persons, as amended by the Schedule TO-C filed
on March 13, 2007 by the Filing Persons, and as amended by the Schedule TO filed
on March 23, 2007 by the Filing Persons.
Item 12. Exhibits
Exhibit Description
- ----------- -------------------------------------------------------------------
(a)(1)(vii) Supplement to Offer to Purchase,dated May 11, 2007 (filed herewith)
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)
14.51%
14 TYPE OF REPORTING PERSON*
IN
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: May 11, 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 L.P.
By: Icahn Offshore LP, managing general partner
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Managing Director
ICAHN PARTNERS MASTER FUND III L.P.
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 Amendment No. 1
Re: Supplement to Offer to Purchase]
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/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
[Signature page to the Schedule TO Amendment No. 1
Re: Supplement to Offer to Purchase]
/s/ Carl C. Icahn
- -----------------
CARL C. ICAHN
[Signature page to the Schedule TO Amendment No. 1
Re: Supplement to Offer to Purchase]
EXHIBIT INDEX
Exhibit Description
- ------------ -----------------------------------------------------------------
(a)(1)(i) Offer to Purchase, dated March 23, 2007 (previously filed)
(a)(1)(ii) Letter of Transmittal (previously filed)
(a)(1)(iii) Notice of Guaranteed Delivery (previously filed)
(a)(1)(iv) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees (previously filed)
(a)(1)(v) Letter to Clients (previously filed)
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification Number
(previously filed)
(a)(1)(vii) Supplement to Offer to Purchase, dated May 11, 2007
(filed herewith)
(a)(5)(i) Summary Advertisement of the Offeror, dated March 23, 2007
(previously filed)