EXHIBIT 2
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Investor and Media Contact: Steve Zenker
(239) 498-8066
stevezenker@wcicommunities.com
FOR IMMEDIATE RELEASE
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WCI COMMUNITIES AND ICAHN GROUP AGREE ON NEW BOARD COMPOSITION FOR COMPANY
Each to Name Three Directors; Additional Directors Named by Large Shareholders;
Agreement Ends Proxy Contest
BONITA SPRINGS, FL AND NEW YORK, NY (AUGUST 20, 2007) - WCI Communities, Inc.
(NYSE: WCI) and affiliates of Carl Icahn today announced that they have agreed
to a new composition for the WCI Board of Directors which will be submitted to
shareholders for approval at the Annual Meeting of Shareholders on August 30,
2007. As part of the agreement, the Icahn Group will withdraw its slate of
nominees for the Board, effectively ending its proxy contest.
Under the terms of the agreement, WCI will nominate for election and approve at
the Meeting Don E. Ackerman, Charles E. Cobb, Jr. and Hilliard M. Eure, III, who
currently serve on the WCI Board, as well as three candidates designated by The
Icahn Group, Carl C. Icahn, Keith Meister and David Schechter. In addition, WCI
and The Icahn Group have agreed to nominate and approve Craig W. Thomas, a
Portfolio Manager at S.A.C. Capital Advisors, LLC, Nick Graziano, a Managing
Director of Sandell Asset Management Corp., and Yale Law professor Jonathan R.
Macey, each of whom will be nominated and approved for election as directors by
WCI for election at the Shareholders Meeting. The Icahn Group has agreed to vote
its shares in favor of this slate of nominees for the Board. In addition,
pursuant to the agreement, the Company has agreed to raise the trigger under its
limited duration Shareholder Rights Plan from 15% to 25% (and to exclude there
from securities, including convertible securities, purchased from the Company
pursuant to an offering by WCI to all of its shareholders).
"The significant presence of large shareholders proposed for the new Board is a
win for both WCI shareholders and the Company. I am confident the new Board will
make the right moves to enable WCI to weather the difficult industry conditions
it is facing today and position itself for a bright future," said Carl Icahn.
"The current economic environment for our industry and company is challenging,
and we believe it will be beneficial to move ahead together with Mr. Icahn and
large shareholders as we address these market challenges. The top priorities of
the new Board following the election of directors on August 30 include reviewing
WCI's performance regarding its recently announced 2007 cash flow guidance and
assessing the capital requirements necessary to assure WCI's ability to navigate
these difficult market conditions and return to a growth mode when the market
recovers. Based on this review, WCI will decide whether it should raise new
capital to strengthen its balance sheet. In this regard, the Company will
explore various alternatives, and the new shareholder representatives on the
Board have expressed an interest in exploring a rights offering on terms and
conditions favorable to all shareholders, should it be determined that
additional capital is required," said Don E. Ackerman, Chairman of the Board of
Directors.
About WCI
WCI Communities, Inc., named America's Best Builder in 2004 by the National
Association of Home Builders and Builder Magazine, has been creating
amenity-rich, master-planned lifestyle communities since 1946. Florida-based WCI
caters to primary, retirement, and second-home buyers in Florida, New York, New
Jersey, Connecticut, Maryland and Virginia. The company offers traditional and
tower home choices with prices from the high-$100,000s to more than $10 million
and features a wide array of recreational amenities in its communities. In
addition to homebuilding, WCI generates revenues from its Prudential Florida WCI
Realty Division, and title businesses, and its recreational amenities, as well
as through land sales and joint ventures. The company currently owns and
controls developable land on which the company plans to build over 19,500
traditional and tower homes.
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FOR MORE INFORMATION ABOUT WCI AND ITS RESIDENTIAL COMMUNITIES
VISIT WWW.WCICOMMUNITIES.COM
Forward-looking statements:
Certain information included herein and in other company reports, Securities and
Exchange Commission filings, statements and presentations is forward-looking
within the meaning of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements about the company's anticipated
operating results, financial resources, ability to acquire land, ability to sell
homes and properties, ability to deliver homes from backlog, and ability to
secure materials and subcontractors. Such forward-looking information involves
important risks and uncertainties that could significantly affect actual results
and cause them to differ materially from expectations expressed herein and in
other company reports, filings, statements and presentations. These risks and
uncertainties include WCI's ability to compete in real estate markets where we
conduct business; the availability and cost of land in desirable areas in its
geographic markets and our ability to expand successfully into those areas;
WCI's ability to obtain necessary permits and approvals for the development of
its lands; the availability of capital to WCI and our ability to effect growth
strategies successfully; WCI's ability to pay principal and interest on its
current and future debts; WCI's ability to amend its bank agreements as needed
from time to time to obtain covenant relief during the market downturn; WCI's
ability to maintain or increase historical revenues and profit margins; WCI's
ability to collect contract receivables from buyers purchasing homes as
investments; availability of labor and materials and material increases in
insurance, labor and material costs; increases in interest rates and
availability of mortgage financing; the ability of prospective residential
buyers to obtain mortgage financing due to tightening credit markets, appraisal
problems or other factors; increases in construction and homeowner insurance and
availability of insurance, the level of consumer confidence; the negative impact
of claims for contract rescission or cancellation by contract purchasers due to
various factors including the increase in the cost of condominium insurance;
adverse legislation or regulations; unanticipated litigation or adverse legal
proceedings; ability to retain employees; changes in generally accepted
accounting principles; natural disasters; and changes in general economic, real
estate and business conditions. If one or more of the assumptions underlying our
forward-looking statements proves incorrect, then the company's actual results,
performance or achievements could differ materially from those expressed in, or
implied by the forward-looking statements contained in this report. Therefore,
we caution you not to place undue reliance on our forward-looking statements. We
undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. This
statement is provided as permitted by the Private Securities Litigation Reform
Act of 1995.
WCI has filed a definitive proxy statement in connection with its 2007 annual
meeting of shareholders. WCI shareholders are strongly advised to read the
definitive proxy statement carefully, as it contains important information.
Shareholders can obtain the definitive proxy statement, any amendments or
supplements to the definitive proxy statement and other documents filed by WCI
with the U.S. Securities and Exchange Commission (the "SEC") for free at the
Internet website maintained by the SEC at www.sec.gov. Copies of the definitive
proxy statement and any amendments and supplements to the definitive proxy
statement are also available for free at WCI's Internet website at
www.wcicommunities.com or by writing to WCI Communities, Inc., 24301 Walden
Center Drive, Bonita Springs, Florida 34134. In addition, copies of the proxy
materials may be requested by contacting our proxy solicitor, Innisfree M&A
Incorporated, at (888) 750-5834 toll-free or by email at info@innisfreema.com.
Detailed information regarding the names, affiliations and interests of
individuals who are participants in the solicitation of proxies of WCI's
shareholders is available in the definitive proxy statement filed on Form 14A
with the SEC on Monday, April 30, 2007.
SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, AS AMENDED,
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND CERTAIN OF HIS
AFFILIATES FROM THE STOCKHOLDERS OF WCI COMMUNITIES, INC. FOR USE AT ITS ANNUAL
MEETING BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING INFORMATION
RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. THE AMENDED DEFINITIVE
PROXY STATEMENT AND A FORM OF PROXY ARE AVAILABLE AT NO CHARGE AT THE SECURITIES
AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.