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Published on 6/12/2007 in the Prospect News Special Situations Daily.

Icahn gets his way as WCI agrees to adjourn annual meeting

By Lisa Kerner

Charlotte, N.C., June 12 - WCI Communities, Inc. said it will adjourn its June 15 annual meeting of shareholders until Aug. 30 in order for potential purchasers of the company to continue their due diligence. The adjournment will also give WCI time to provide shareholders with additional information on the sale process.

WCI said the meeting will be opened as planned on June 15 and then immediately adjourned without any shareholder vote on any matter, preserving the April 30 record date.

"The management and financial advisors of WCI have been meeting with entities who have expressed a serious interest in WCI," chairman of the board Don E. Ackerman said in a company news release.

"The Icahn Group recently entered the process and is progressing with property tours, management meetings and other due diligence. Although no assurances can be given that WCI will enter into a sale agreement, we believe that in order to achieve the highest possible price for WCI's unique assets and opportunities, additional time is required to complete the process."

On June 11, Carl Icahn urged fellow WCI shareholders not to vote at or attend the company's annual meeting in order to preclude the re-election of the company's board prior to completing a sale of WCI.

Icahn believes the company is "obfuscating the current proxy fight" and is "using the sales process as an excuse and pressure to re-elect its current board for another year," according to a news release.

WCI announced on June 6 that an Icahn affiliate had entered the sales process as a bidder for the company.

Icahn's $22-per-share cash tender offer for WCI's stock expired on May 18, with none of the approximately 10.8 million shares tendered being purchased by his affiliates because of WCI's poison pill. WCI is a Bonita Springs, Fla., builder of master-planned lifestyle communities.


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