This excerpt taken from the WCI DEFA14A filed Feb 20, 2007.
OF ALL SHAREHOLDERS
Bonita Springs, FL (February 16, 2007) WCI Communities, Inc. (NYSE:WCI) today commented on plans by Carl Icahn to run his own slate of candidates for the WCI Board.
Don E. Ackerman, Chairman of the Board, stated, The Board believes that Mr. Icahns plan to run a hand-picked slate of directors to further his personal objectives would be highly disruptive to our company and not in the best interests of all our shareholders. The Board is committed to maximizing value for our shareholders by following processes that will not favor any specific shareholder in the purchase or sale of the companys shares or assets.
Ackerman continued, We are disappointed by Mr. Icahns decision to pursue this hostile approach following our extensive dialogue with him over the past several weeks, including an invitation to join the Board and participate in the discussions of how to maximize shareholder value, which he rejected. Mr. Icahn has repeatedly asked us to give him preferential treatment and provide him with advantages not offered to other shareholders. We are moving ahead with our recently announced plan to evaluate our financial, strategic, and operational alternatives, unfettered by any agreements that impair the process of implementing the plans that come out of these evaluations. Our recent engagement of Goldman Sachs to assist in this process and our active and continuing dialogue with all of our shareholders are important steps in furtherance of this goal.
Ackerman continued, Our companys primary objective is to collect its large contracts receivable balance, which is the primary contributor to WCIs expectation of $1 billion of free cash flow to be generated in 2007. This large inflow of cash will allow our company to reduce debt and possibly buy back stock, and is expected to reduce WCIs net debt to capital ratio to 50% from its current level of 66%. We believe our company will have a broader and more attractive set of strategic alternatives available to it after the collection of this cash has occurred.
Ackerman concluded, While our value maximization process proceeds, we will continue to focus on increasing liquidity and reducing leverage. Our team will continue to implement our strategic plan to maximize cash flow, reduce overhead expenses, lower direct construction costs and operate more efficiently through this period of lower consumer demand. The limited duration shareholder rights plan we recently instituted will provide us the time to focus on collecting the large contracts receivables balance and allow the Board to conduct a systematic and comprehensive review process of all alternatives to maximize shareholder value.