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. 2)
--------------------------
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. 2 amends and supplements the Tender Offer Statement on
Schedule TO filed on March 23, 2007 (as amended, the "Schedule TO"), and amended
on May 11 2007 by Amendment No. 1 thereto, by Icahn Partners LP, a Delaware
limited partnership ("Icahn Partners"), Icahn Partners Master Fund LP, a Cayman
Islands exempted limited partnership ("Icahn Master"), Icahn Partners Master
Fund II L.P., a Cayman Islands exempted limited partnership ("Icahn Master II"),
Icahn Partners Master Fund III L.P., a Cayman Islands 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, of WCI Communities, Inc., a Delaware corporation
("WCI"); and (ii) the associated rights 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,
and by the Supplement No. 2 to Offer to Purchase, dated May 17, 2007, 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 Amendment No. 1 and this Amendment No. 2, 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. 2 to
Schedule TO. You should read this Amendment No. 2 to Schedule TO together with
the Schedule TO filed on March 23, 2007 and Amendment No. 1 thereto filed on May
11, 2007.
As permitted by General Instruction G to Schedule TO, this Amendment No. 2
to 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), as amended by
the Schedule TO filed on March 23, 2007 by the Filing Persons and as amended by
Amendment No. 1 to the Schedule TO filed on May 11, 2007 by the Filing Persons.
Item 12. Exhibits
Exhibit Description
- ------------ -----------------------------------------------------------------
(a)(1)(viii) Supplement No. 2 to Offer to Purchase, dated May 17, 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 17, 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
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
/s/ Carl C. Icahn
- -----------------
CARL C. ICAHN
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 (previously
filed)
(a)(1)(viii) Supplement No. 2 to Offer to Purchase, dated May 17, 2007
(filed herewith)
(a)(5)(i) Summary Advertisement of the Offeror, dated March 23, 2007
(previously filed)