SUPPLEMENT NO. 2 TO OFFER TO PURCHASE FOR CASH
ANY AND ALL OF THE
OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK)
OF
WCI COMMUNITIES, INC.
AT
$22.00 NET PER SHARE
BY
ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II L.P.
ICAHN PARTNERS MASTER FUND III L.P.
AND
HIGH RIVER LIMITED PARTNERSHIP
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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").
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IMPORTANT
Icahn Partners LP, a Delaware limited partnership, Icahn Partners Master
Fund LP, a Cayman Islands exempted limited partnership, Icahn Partners Master
Fund II L.P., a Cayman Islands exempted limited partnership, Icahn Partners
Master Fund III L.P., a Cayman Islands exempted limited partnership, and High
River Limited Partnership, a Delaware limited partnership (collectively, the
"Offeror"), hereby supplement and amend their Offer to Purchase, dated March 23,
2007, as supplemented and amended by the Supplement thereto, dated May 11, 2007.
The Offeror is offering to purchase any and all of the outstanding shares of
common stock of WCI Communities, Inc. ("WCI" or the "Company") and the rights to
purchase certain preferred stock associated with the shares of common stock
issued pursuant to the Rights Agreement, dated as of January 30, 2007 (as
amended, the "Rights Agreement"), between WCI and Computershare Trust Company,
N.A., as rights agent (the "Rights" and, together with the common stock, the
"Shares") for $22.00 per share in cash, upon the terms and subject to the
conditions set forth in (i) the Offer to Purchase, dated March 23, 2007, (ii)
the Supplement to Offer to Purchase, dated May 11, 2007, (iii) this Supplement
No. 2 thereto (such Offer to Purchase as amended and supplemented by the
Supplement to Offer to Purchase, dated May 11, 2007, and this Supplement No. 2,
the "Offer to Purchase") and (iv) the related Letter of Transmittal (which
collectively constitute the "Offer"). Unless the context otherwise requires,
capitalized terms used in this Supplement No. 2 but not defined herein shall
have the meanings ascribed to them in the Offer to Purchase.
As used herein, the term Offeror refers to Icahn Partners LP, Icahn
Partners Master Fund LP, Icahn Partners Master Fund II L.P., Icahn Partners
Master Fund III L.P. and High River Limited Partnership, collectively.
Accordingly, each of the Offerors is making the Offer collectively.
THIS OFFER REFERS TO A POSSIBLE PROXY SOLICITATION. THIS OFFER TO PURCHASE IS
NOT INTENDED TO AND DOES NOT CONSTITUTE (I) A SOLICITATION OF A PROXY, CONSENT
OR AUTHORIZATION FOR OR WITH RESPECT TO THE ANNUAL MEETING OR ANY SPECIAL
MEETING OF THE COMPANY'S STOCKHOLDERS OR (II) A SOLICITATION OF A CONSENT OR
AUTHORIZATION IN THE ABSENCE OF ANY SUCH MEETING. ANY SUCH SOLICITATION WHICH
OFFEROR MAY MAKE WILL BE MADE ONLY PURSUANT TO PROXY OR CONSENT SOLICITATION
MATERIALS COMPLYING WITH ALL APPLICABLE REQUIREMENTS OF SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT
AND OTHER DOCUMENTS RELATED TO SOLICITATION OF PROXIES BY MR. ICAHN AND HIS
AFFILIATES FROM THE STOCKHOLDERS OF WCI COMMUNITIES, INC. FOR USE AT ITS ANNUAL
MEETING WHEN AND IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH
PROXY SOLICITATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A
FORM OF PROXY WHICH WILL BE MAILED TO STOCKHOLDERS OF WCI COMMUNITIES, INC. AND
WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S
WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE POTENTIAL
PARTICIPANTS IN A POTENTIAL PROXY SOLICITATION IS CONTAINED IN EXHIBIT 1 TO THE
SCHEDULE 14A FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30,
2007.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFER, PASSED UPON ITS MERITS OR
FAIRNESS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN
THIS OFFER TO PURCHASE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
May 17, 2007
THE TENDER OFFER
14. CERTAIN CONDITIONS OF THE OFFER.
The second sentence of the last paragraph of this section is hereby amended and
restated in its entirety as follows:
"The failure by the Offeror at any time to exercise any of the foregoing rights
shall not be deemed a waiver of any right prior to the expiration of the Offer,
the waiver of such right with respect to any particular facts or circumstances
shall not be deemed a waiver with respect to any other facts or circumstances,
and each right shall be deemed an ongoing right which may be asserted at any
time and from time to time prior to the expiration of the Offer. All conditions
to the Offer must be satisfied or waived prior to the Expiration Date."
May 17, 2007
Manually signed facsimile copies of the Letter of Transmittal will be accepted.
Letters of Transmittal and certificates for Shares and certificates, if any, for
the associated Rights, should be sent or delivered by each stockholder of the
Company or his broker, dealer, commercial bank, trust company or other nominee
to the Depositary at one of its addresses set forth below:
THE DEPOSITARY FOR THE OFFER IS:
American Stock Transfer & Trust Company
By Mail or By Facsimile By Hand:
Overnight Transmission
Courier: (for eligible
institutions only):
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American Stock Transfer American Stock Transfer American Stock Transfer
& Trust Company & Trust Company & Trust Company
Attention: Reorganization Attention: Reorganization Atten: Reorganization
Department Department Department
6201 15th Avenue Fasimile: 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 THE LETTER OF TRANSMITTAL 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.
Any questions or requests for assistance may be directed to the Information
Agent at its address and telephone numbers set forth below. Requests for
additional copies of this Offer to Purchase and the Letter of Transmittal may be
directed to the Information Agent or the Depositary. Stockholders may also
contact their brokers, dealers, commercial banks, trust companies or other
nominees for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
Email: wci@mackenziepartners.com