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Apparent Evidence Of Blatant Advocacy

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Written by Subhasis Chatterjee   
Monday, 09 July 2007

The WCI Communities, Inc. today has come out with a major announcement that the two prominent and independent shareholder advisory firms, Institutional Shareholder Services (ISS) and Glass, Lewis & Co. have advocated that the WCI shareholders should cast their votes in favor of the WHITE proxy card. It has also stated, that the Company's entrants should espouse the reelection of the ongoing Board of Directors at the impending WCI Annual Meeting. However, in the same note they have appealed not to cast their votes for the candidates confirmed by Carl Icahn.

 

WCI Communities, Inc. is a renowned organization in the trade of home buildings and was made America's Best Builder in 2004 by the National Association of Home Builders and Builder Magazine. From its inception in 1946 the Company has been engaged in the creating of amenity-rich, master-planned lifestyle communities. The WCI based in Florida caters to primary, retirement, and second-home buyers in Florida, New York, New Jersey, Connecticut, Maryland and Virginia. The company excels in the offering of traditional and tower home choices with prices from the upper-$100,000s to more than $10 million and features a wide array of recreational amenities in its communities. In addition to homebuilding, WCI generates revenues from its Prudential Florida WCI Realty Division, title businesses, and its recreational amenities, as well as through land sales and joint ventures. The company at present owns and controls developable land on which the company plans to build over 21,000 traditional and tower homes.  

It has been revealed that while making its recommendation the ISS stated, "We believe the dissidents [nominees of the Icahn Group] have failed to build a case for assuming board control.  The dissidents have not proposed specific plans for the company, and if nominated, could have an inherent conflict of interest with respect to acquiring the company, particularly given their recently expired tender offer.  As such we recommend that shareholders vote on the WHITE proxy card and vote FOR the management nominees." While on contrary, the Glass, Lewis & Co. declared, in its report that "We believe that the participation of dissident nominees on the WCI board could provide the Icahn Group certain advantages not afforded to the other bidders.  Moreover, we believe that the Icahn Group failed to present shareholders with an alternative operating plan for WCI in the case the dissident were to win control of the board.  Given these considerations, we believe that the WCI board of directors should be allowed the opportunity to complete its pending strategic review."

While answering to the questions of the journalists over the present controversy the Chairman of the Board Don E. Ackerman said,   "We are pleased that these firms have recommended that their clients vote for the entire slate of WCI directors since we firmly believe that re-electing the current Board is the best way to ensure that the sale process will continue to be open and fair and designed to maximize the value for all shareholders."

 
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