-----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, GQcdUKSE0tJoHT7sp0bC9luxL8od7MMyTtOS91Cuu5sAmAl4H2GHIFuPqEcmwEVU uU963+UvjMyfOWHp3CFU6g== 0000928475-08-000361.txt : 20081010 0000928475-08-000361.hdr.sgml : 20081010 20081010155242 ACCESSION NUMBER: 0000928475-08-000361 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081010 DATE AS OF CHANGE: 20081010 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WCI COMMUNITIES INC CENTRAL INDEX KEY: 0001137778 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 592857021 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78427 FILM NUMBER: 081118410 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 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: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 sch13damd8101008.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* 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) October 9, 2008 (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 amendments Nos. 1, 2, 3, 4, 5, 6 and 7 thereto, and as amended by the Tender Offer Statement on Schedule TO filed with the SEC by the Reporting Persons, and certain affiliated parties, and as amended by amendments Nos. 1, 2 and 3 thereto, 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 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer On October 9, 2008, the Reporting Persons mutually agreed with the applicable counterparties thereto to terminate and settle in cash all of the Total Return Swaps between such parties relating to the Shares. In accordance with the terms of such Total Return Swaps, the applicable Reporting Persons were obligated to pay to the applicable counterparty an amount representing for each of the 5,427,113 notional Shares for which the Reporting Persons had long economic exposure pursuant to such Total Return Swaps, the decrease between $3.83 (the initial reference price) and $0.00 (the final valuation price). As a result, the Reporting Persons no longer have long economic exposure to an aggregate of 5,427,113 Shares through such Total Return Swaps. SIGNATURES 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: October 10, 2008 HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC, general partner By: Barberry Corp., sole member By: /s/ Edward E. Mattner --------------------- Name: Edward Mattner Title: Authorized Signatory HOPPER INVESTMENTS LLC By: Barberry Corp., sole member By: /s/ Edward E. Mattner --------------------- Name: Edward Mattner Title: Authorized Signatory BARBERRY CORP. By: /s/ Edward E. Mattner --------------------- Name: Edward Mattner Title: Authorized Signatory BECKTON CORP. By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory [WCI Communities, Inc.: Signature Page of Amendment No. 8 to Schedule 13D re: Termination of Total Return Swaps on October 9, 2008] 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 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 [WCI Communities, Inc.: Signature Page of Amendment No. 8 to Schedule 13D re: Termination of Total Return Swaps on October 9, 2008] ICAHN PARTNERS HOLDING LP By: IPH GP LLC, general partner By: Icahn Enterprises Holdings L.P., general partner By: Icahn Enterprises G.P. Inc., general partner By: /s/ Dominick Ragone ------------------- Name: Dominick Ragone Title: Chief Financial Officer IPH GP LLC By: Icahn Enterprises Holdings L.P., general partner By: Icahn Enterprises G.P. Inc., general partner By: /s/ Dominick Ragone ------------------- Name: Dominick Ragone Title: Chief Financial Officer ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., general partner By: /s/ Dominick Ragone ------------------- Name: Dominick Ragone Title: Chief Financial Officer ICAHN ENTERPRISES G.P. INC. By: /s/ Dominick Ragone ------------------- Name: Dominick Ragone Title: Chief Financial Officer [WCI Communities, Inc.: Signature Page of Amendment No. 8 to Schedule 13D re: Termination of Total Return Swaps on October 9, 2008] /s/ Carl C. Icahn - ----------------- CARL C. ICAHN [WCI Communities, Inc.: Signature Page of Amendment No. 8 to Schedule 13D re: Termination of Total Return Swaps on October 9, 2008] -----END PRIVACY-ENHANCED MESSAGE-----