-----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, HbTsdHcUKZLlgiEdXl2psgLjIfodPvmIt1VwFh2rra+TOIEPjsxWLABwzN022YqR qFio6J83OzM+nBuTewwMaA== 0000928475-07-000202.txt : 20070611 0000928475-07-000202.hdr.sgml : 20070611 20070611162208 ACCESSION NUMBER: 0000928475-07-000202 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070611 DATE AS OF CHANGE: 20070611 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: 07912668 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 sch13damd4060807.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* 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) June 11, 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, amendment No. 2 thereto (which was inadvertently filed as amendment No. 3), and amendment No. 3 thereto, filed with the SEC by the Reporting Persons on February 16, 2007, May 31, 2007, and June 6, 2007, respectively, 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 June 11, 2007, Carl Icahn issued a press release urging stockholders to cause the postponement of the Issuer's 2007 annual stockholder meeting. A copy of the press release is filed herewith as an exhibit and incorporated herein by reference, and any descriptions herein of the press release are qualified in their entirety by reference to the press release filed herewith. 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 by the addition of the following: 1 Press Release, dated June 11, 2007, issued by Carl Icahn urging stockholders to cause the postponement of the Issuer's 2007 annual stockholder meeting. 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: June 11, 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. 4 to Schedule 13D] 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. 4 to Schedule 13D] /s/ Carl C. Icahn - ----------------- CARL C. ICAHN [WCI Communities, Inc.: Signature Page of Amendment No. 4 to Schedule 13D] EX-99 2 exhibit99060807.txt FOR IMMEDIATE RELEASE Icahn Urges Stockholders to Cause Postponement of Annual Meeting New York, NY, June 11, 2007 - Carl Icahn today asked fellow stockholders NOT TO VOTE AT OR ATTEND the annual meeting of WCI Communities set for June 15, 2007. WCI's bylaws require the holders of a majority of the outstanding shares entitled to vote at the annual meeting be present, in person or by proxy, in order to have a quorum to transact business at the annual meeting. By not voting or attending the meeting stockholders can preclude WCI from re-electing its board for a full-year prior to the completion of the company's current sales process. Carl Icahn stated, "WCI is obfuscating the current proxy fight by stating that electing a dissident slate of directors at the June 15 meeting would be disruptive to the current sales process. We believe that WCI is using the sales process as an excuse and pressure to re-elect its current board for another year. A simple solution is to put off the meeting and allow the sales process to conclude. If this occurs, there will be no need for a proxy contest. However, if WCI is unable to sell the company on acceptable terms, stockholders should then have the option to vote for the company's proposed slate of directors or my slate after having reviewed each of our plans to manage the company for the next year as an independent entity and not be influenced by extraneous factors." Stockholders who agree with us and wish to NOT have their shares counted towards a quorum at the annual meeting should do the following, with respect to any and all matters to be voted upon or otherwise considered at the annual meeting: o If your shares are held in your name (that is, if you are the record owner) or "street name" (that is, if you hold your shares through a broker, bank or other holder of record), and you have NOT sent in a proxy card, you should NOT send in any proxy card or attend the meeting in person in any manner. Thus you should NOT fill out or submit any proxy card (including to vote for, withhold or abstain). You should NOT even fill out a gold proxy card to vote for our slate. If you submit any proxy card your shares will be counted towards a quorum, no matter how you vote your shares (even if you withhold or abstain). o If your shares are held in your name (that is, if you are the record owner) and you have submitted a proxy card to have your shares voted (whether the company's white proxy card or our gold proxy card), you must affirmatively REVOKE your proxy card by sending a written revocation to the secretary of the Company prior to the annual meeting. o If your shares are in held "street name" (that is, if you hold your shares through a broker, bank or other holder of record) and you have submitted a proxy card to have your shares voted (whether the company's white proxy card or our gold proxy card), you should contact your broker, bank or other holder of record directly and advise them that you wish to REVOKE your proxy card and that they should NOT vote, withhold, abstain from voting, fill out or submit any proxy card or attend the annual meeting on your behalf in any manner. None of Carl Icahn's affiliated entities intend to vote or otherwise attend WCI's annual meeting, with the exception of High River Limited Partnership as to the 1,000 shares of WCI common stock of which it is the record owner. High River will attend the annual meeting for the purpose of nominating our slate of directors and voting the shares as to which we have been given proxies as required by law. IF YOU HAVE ANY QUESTIONS REGARDING REVOCATION OF PREVIOUSLY VOTED SHARES YOU ARE REQUESTED TO CALL: MacKenzie Partners, Inc. 105 Madison Avenue New York, New York 10016 (212) 929-5500 (Call Collect) or CALL TOLL-FREE (800) 322-2885 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. Contact: Susan Gordon (212) 702-4309 -----END PRIVACY-ENHANCED MESSAGE-----