-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NLW2HMFEKbxs1q+6aRdtant/Sb0iqAY+Lui8AKrS/1SbyNcVpWy1/EzydZk1EgmW gq3f/6p8pTahfnokQ9b+Aw== 0000928475-07-000182.txt : 20070531 0000928475-07-000182.hdr.sgml : 20070531 20070531170610 ACCESSION NUMBER: 0000928475-07-000182 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070531 DATE AS OF CHANGE: 20070531 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WCI COMMUNITIES INC CENTRAL INDEX KEY: 0001137778 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 592857021 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78427 FILM NUMBER: 07891535 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 2394988605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DR CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127024300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 sch13damd3053107.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* WCI Communities, Inc. (Name of Issuer) Common Stock, Par Value $.01 (Title of Class of Securities) 92923C104 (CUSIP Number) 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) May 31, 2007 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D Item 1. Security and Issuer The Schedule 13D filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons on January 12, 2007 (as amended, the "Initial 13D"), as amended by amendment No 1 thereto filed with the SEC by the Reporting Persons on February 16, 2007, and as amended by the Tender Offer Statement on Schedule TO filed by the Reporting Persons, and certain affiliated parties, with the SEC on March 23, 2007, and as amended by amendments Nos. 1, 2 and 3 thereto filed by such parties with the SEC on May, 11, 2007, May 17, 2007 and May 21, 2007, respectively, with respect to the shares of Common Stock, par value $.01 (the "Shares"), issued by WCI Communities, Inc. (the "Issuer"), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D. Item 4. Purpose of Transaction Item 4 of the Initial 13D is hereby amended by the addition of the following: On May 31, 2007, Carl C. Icahn delivered a letter to the Board of Directors of the Issuer (the "Board Letter"), urging the board to postpone the annual meeting so that the board can complete its sale process and expressing interest in participating in such sale process. A copy of the Board Letter is filed herewith as an exhibit and incorporated herein by reference, and any descriptions herein of the Board Letter are qualified in their entirety by reference to the Board Letter. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer The information set forth above in Item 4 is incorporated herein by reference. Item 7. Material to be Filed as Exhibits Item 7 is hereby amended as follows: 1 Board Letter SIGNATURE After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 31, 2007 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 ICAHN PARTNERS MASTER FUND LP 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 [WCI Communities, Inc.: Signature Page of Amendment No. 3 to Schedule 13D re: Letter to Board re: Postponement of 2007 Annual Meeting] 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 [WCI Communities, Inc.: Signature Page of Amendment No. 3 to Schedule 13D re: Letter to Board re: Postponement of 2007 Annual Meeting] /s/ Carl C. Icahn - ----------------- CARL C. ICAHN [WCI Communities, Inc.: Signature Page of Amendment No. 3 to Schedule 13D re: Letter to Board re: Postponement of 2007 Annual Meeting] EX-99 2 exhibit99053107.txt May 31, 2007 WCI Communities, Inc. 24301 Walden Center Drive Bonita Springs, Florida 34134 Attention: Board of Directors Ladies and Gentlemen: You have stated that the election of our slate of proposed directors could jeopardize the sale process. So today we suggested you delay the annual meeting date of June 15, 2007 for up to 30 days so that you can complete the sale process that you commenced 10 weeks ago. It is our belief that many of the larger stockholders support a postponement of the annual meeting until after the consummation of the sale process. From our perspective, this sale process is just another camouflage to entrench yourselves for another year. Your response that you are not now prepared to delay the annual meeting strongly validates this view. Stockholders deserve results not deception. As we discussed today, we are interested in being afforded due diligence so that we can become a bidder for WCI. We would like to participate in this sale process. Though not a surprise to us, we have not heard from your lawyers or bankers with respect to the form of confidentiality agreement that you expect us to execute. You failed to allow stockholders who wished to do so to sell into our $22 per share tender offer. We would again like to remind the board of its fiduciary duty to meet reasonable requests that clearly benefit all stockholders. Very truly yours, Carl C. Icahn 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. -----END PRIVACY-ENHANCED MESSAGE-----