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Published on 6/11/2007 in the Prospect News Special Situations Daily.

Icahn to WCI shareholders: Don't attend annual meeting

By Lisa Kerner

Charlotte, N.C., June 11 - Carl Icahn reached out to fellow WCI Communities, Inc. shareholders and urged them not to vote at or attend the company's June 15 annual meeting in order to preclude the re-election of the company's board prior to completing a sale of WCI.

"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," Icahn said in a news release.

"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."

Icahn affiliate High River Ltd. will attend WCI's annual meeting to put forth Icahn's nominees.

On June 6, WCI announced that an Icahn affiliate had entered the sales process as a bidder for the company. Icahn had asked the WCI board on May 31 to postpone the annual meeting for 30 days in order to complete a sale, according to a schedule 13D filing with the Securities and Exchange Commission.

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 WCI failed to redeem the poison pill, a prior news release stated. The tender offer was announced on March 13.

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


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