Wci Communities Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
June 20 2008 - 10:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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, 47
th
Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 20, 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
o
.
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 persons 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).
TABLE OF CONTENTS
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), amendment No. 3 thereto, amendment No. 4 thereto, amendment No. 5
thereto, and amendment No. 6 thereto, filed with the SEC by the Reporting Persons on February 16,
2007, May 31, 2007, June 6, 2007, June 11, 2007, August 21, 2007, and December 10, 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 13, 2008, the Issuer announced that its Board of Directors formed a Special Committee
of disinterested members of the Board of Directors to review and evaluate alternative restructuring
proposals that the Issuer may receive from potential investors. The Reporting Persons are engaging
in discussions with the Special Committee and its advisors regarding potential restructuring
proposals. Such discussions may ultimately lead to Reporting Persons entering into a transaction
with the Issuer. However, there can be no assurance that any restructuring proposal, if made, will
be acceptable to the Special Committee or, even if acceptable, will lead to a transaction.
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 20, 2008
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HIGH RIVER LIMITED PARTNERSHIP
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By:
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Hopper Investments LLC, general partner
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By:
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Barberry Corp., sole member
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By:
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/s/ Edward Mattner
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Name:
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Edward Mattner
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Title:
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Authorized Signatory
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HOPPER INVESTMENTS LLC
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By:
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Barberry Corp., sole member
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By:
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/s/ Edward Mattner
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Name:
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Edward Mattner
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Title:
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Authorized Signatory
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BARBERRY CORP.
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By:
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/s/ Edward Mattner
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Name:
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Edward Mattner
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Title:
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Authorized Signatory
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BECKTON CORP.
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By:
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/s/ Edward E. Mattner
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Name:
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Edward E. Mattner
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Title:
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Authorized Signatory
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ICAHN PARTNERS LP
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By:
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/s/ Keith A. Meister
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Name:
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Keith A. Meister
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Title:
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Managing Director
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ICAHN ONSHORE LP
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By:
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/s/ Keith A. Meister
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Name:
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Keith A. Meister
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Title:
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Managing Director
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ICAHN PARTNERS MASTER FUND LP
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By:
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/s/ Keith A. Meister
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Name:
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Keith A. Meister
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Title:
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Managing Director
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ICAHN OFFSHORE LP
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By:
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/s/ Keith A. Meister
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Name:
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Keith A. Meister
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Title:
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Managing Director
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ICAHN PARTNERS HOLDING LP
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By:
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IPH GP LLC, general partner
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By:
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Icahn Enterprises Holdings L.P., general partner
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By:
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Icahn Enterprises G.P. Inc., general partner
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By:
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/s/ Andrew Skobe
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Name:
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Andrew Skobe
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Title:
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Interim Chief Financial Officer
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IPH GP LLC
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By:
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Icahn Enterprises Holdings L.P., general partner
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By:
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Icahn Enterprises G.P. Inc., general partner
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By:
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/s/ Andrew Skobe
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Name:
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Andrew Skobe
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Title:
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Interim Chief Financial Officer
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ICAHN ENTERPRISES HOLDINGS L.P.
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By:
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Icahn Enterprises G.P. Inc., general partner
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By:
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/s/ Andrew Skobe
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Name:
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Andrew Skobe
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Title:
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Interim Chief Financial Officer
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ICAHN ENTERPRISES G.P. INC.
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By:
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/s/ Andrew Skobe
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Name:
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Andrew Skobe
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Title:
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Interim Chief Financial Officer
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/s/ Carl C. Icahn
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CARL C. ICAHN
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