WCI's third-largest shareholder supports Icahn's proposed board changes, tender offer

By Lisa Kerner

Charlotte, N.C., March 14 - A group of WCI Communities Inc. shareholders led by Sandell Asset Management Corp. voiced support for Carl Icahn's efforts to create change at the company by nominating and electing an alternative slate of directors. The investors also view Icahn's recent tender offer as a "positive step in value maximization at WCI."

The comments were made in a letter from the group to WCI's board included in a schedule 13D filing with the Securities and Exchange Commission.

Sandell Asset Management and certain funds managed by Sandell are the third-largest WCI shareholders, beneficially owning 4,091,600, or 9.8%, of WCI's common stock.

"The onus is clearly on WCI's management, board of directors and financial advisors at this point to step up their efforts to achieve the best possible result of the strategic review process. If that process does not yield a higher value, we encourage the board to work with Mr. Icahn toward a negotiated deal rather than attempt to hide behind the recently adopted poison pill," the letter stated.

The investors believe there is an opportunity to deliver value to shareholders. However, failure to do so "would most likely result in an ignominious exit for the current management and board of directors as well as a potentially less than satisfactory result for shareholders."

On Tuesday, Icahn's High River LP and entities managed by Icahn Management LP said they planned to hold a tender offer for any and all of the common stock of WCI Communities at $22.00 per share.

WCI's board said it will review Icahn's proposal as it continues to identify and evaluate all strategic alternatives, including a potential sale of the company.

Last month, Icahn proposed his own slate of nominees to the company's board, a move that WCI opposed.

WCI is a Bonita Springs, Fla., developer of master-planned lifestyle communities

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