 * * *
The Vultures in... WCI Communities
Sightings from The Catbird Seat ~ o ~ June 10, 2010 Florida Political News by: Florida Politics ...Our digest of, and commentary on today's Florida political news and punditry follows. It's over Charlie Joel Engelhardt: "Sorry, Charlie. It's over." Gov. Crist's maverick run for U.S. Senate is in tatters, torn by his ties to Jim Greer, his man at the Republican Party of Florida who is under indictment over a kickback scheme. The full effect of Mr. Greer's arrest may not have rocked the Crist campaign yet, but there's a whole summer of digging to come. "Greer down; is Crist next? It's still all about those GOP credit cards.". ...  August 4, 2008 WCI Communities files
for bankruptcy
ADRIAN SAINZ, AP MIAMI - Carl Icahn 's WCI Communities became the latest casualty of the housing market crisis Monday, filing for Chapter 11 bankruptcy protection after the home builder failed to get additional financing in the face of massive losses. Icahn, chairman of WCI's board, said the filing was necessary because the Bonita Springs, Fla.-based developer's entire $1.8 billion debt may soon be in default. Icahn said this was confirmed when some holders of $125 million convertible notes insisted on being paid in cash in full on Tuesday. WCI also fired Chief Executive Jerry L. Starkey and replaced him on an interim basis with David L. Fry. "We need to restructure our debt and bring our capital structure in line with today's marketplace realities. We believe Chapter 11 provides the most efficient and timely process for accomplishing this," Fry said. Day-to-day operations, including selling, building and delivering homes, will continue, and employees will still come to work and be paid, the company said. WCI and about 130 of its subsidiaries filed petitions to restructure their debt and capital. Companies that file for protection under Chapter 11 of the U.S. Bankruptcy Code seek a court order to prevent creditors from immediately seizing the company's assets. WCI's real estate brokerage, which does business as Prudential Florida WCI Realty, and its mortgage business were not include in the filing. WCI Communities builds tower residences and traditional homes in upscale communities in the mid-Atlantic and Northeast, but most of its business is in Florida, where the housing market has struggled mightily. The developer had been trying to stay afloat in the face of weak demand, flagging prices, canceled orders and growing inventory. Last week, the homebuilder reported a second quarter loss of $100.2 million, or $2.38 a share, compared with a loss of $33.2 million, or $1.12 a share, for the same period a year ago. WCI already had received multiple loan extensions from two banks - Bank of America Corp. and KeyCorp 's Keybank - as it sought flexibility to pay interest on its debt. The banks agreed in January to new terms on WCI loans and credit that were set to expire next June. Icahn was named chairman last September after he attempted to take over the board and force the sale of the company. He said at the time that he viewed WCI as "a unique vehicle to take advantage of the current market disarray." The company said Monday it agreed with its principal lenders on terms for access to over $50 million of cash to continue operating on an interim basis. A motion for approval has been filed with the bankruptcy court, the company said. WCI also is negotiating a lender proposal for another $100 million in cash. Trading of WCI shares was suspended. < < < FLASHBACK < < <
From Multex Investor: WCI Communities, Inc. (NYSE) As of March 12, 2002 DIRECTORS & OFFICERS Mintz, Joshua J., (46) Director Joshua J. Mintz has been a Director of WCI since October 2000. Mr. Mintz is the Vice President and General Counsel of the John D. and Catherine T. MacArthur Foundation. Prior to joining the foundation in 1994, Mr. Mintz was with the law firm Sidley & Austin for thirteen years, specializing in commercial litigation and business reorganization, the last five of which he was a partner.... * * * SEE ALSO... November 8, 2007
WCI posts loss on
high cancellations
South Florida Business Journal WCI Communities posted a third quarter loss compared to a year-ago profit as order cancellations rose. The Bonita Springs-based luxury homebuilder said it lost $69.7 million, or $1.66 a share, on revenue of $166 million. For the same quarter the year before, the company said it earned $10.7 million, or 25 cents a share, on revenue of $425.6 million. "Demand continues to be unpredictable from week to week, and we saw an increase in defaults and cancellations during the third quarter," WCI President and Chief Executive Officer Jerry Starkey said in a news release. During the quarter, gross orders decreased 14 percent to 197 units and net orders -- which include cancellations -- fell 83 percent to 24 units. WCI said it saw higher levels of tower defaults and expects more defaults and that it increased its reserves for future tower defaults. The company took a charge of $36.6 million to adjust the anticipated value of towers under construction. Wednesday, WCI said it will cut about 21 percent of its workforce and streamline its operations as part of its restructuring. WCI's South Florida projects include One Bal Harbour and Mosaic in Miami, Oceanside in Pompano Beach and One Singer Island. Shares closed down $1.05 to $4.24. The 52-week high was $24.20 on Feb. 16. The 52-week low was $4.95 on Aug. 3. South Florida Business Journal November 8, 2007 WCI swings to $70 mln loss BOSTON (MarketWatch) -- Residential builder WCI Communities Inc. (WCI) before Thursday's opening bell reported a third-quarter loss of $69.7 million, or $1.66 a share, compared with net income of $10.7 million, or 25 cents a share, the previous year. Quarterly revenue dropped 61% to $166 million, the Bonita Springs, Fla.-based company said.... The information in this Internet site is directed at, and is intended for distribution to, and use by, persons in the U.S. only.... As of close of business on September 29, 2006, Merrill Lynch Investment Managers combined with BlackRock Inc.'s investment management business. Merrill Lynch is a substantial stockholder in BlackRock, Inc. http://askmerrill.ml.com/index_TMHOM.asp?cpao=TMHOM February 2, 2007 Grand jury: West Palm seen as ‘pay-to-play’ city By Post Staff A state grand jury declared developers and businesses “perceive that West Palm Beach is in fact a ‘pay to play’ city” in its long-awaited report on how business in done in West Palm Beach. In response, developers contribute large sums of money to the campaign of Mayor Lois Frankel, often at times “significant to approval of or consideration of projects or matters before various boards and the city commission.” ~ ~ ~ Comments By REAL POLITIK February 15, 2007 07:06 PM PAY TO PLAY? I WOULD LOVE TO PAY TO SEE A LYNCHING OF THESE POLITICAL LOWLIFES…. CAN WE PLEASE GIVE THEM A MUSSOLINI-TYPE TRIAL?? ~ ~ ~ By Mr. Anybody February 14, 2007 01:28 PM well, FEDS: look into her own playhouse. why do her staff leave? what do they hide? check with the auditor who looks the other way - what’s he hiding? Does he have a gamblng/drinking/drug problem too? FEDs: need to audit the auditor in city/county as well! they all slepp togeth… ~ ~ ~ By tommiej February 10, 2007 12:53 PM THE FEDERAL GRAND JURY AND DEPT. OF JUSTICE NEED TO PROSECUTE ALL OF THESE SCUMBAGS UNDER THE RICO ACT, TAKE ALL OF THEIR ASSETS AND SEND THEM TO PRISON FOR MANY MANY YEARS, PLEASE NO MORE “PLEA DEALS” !!! ~ ~ ~ By stevek February 8, 2007 10:41 PM THE GRAND JURY NEEDS TO PUT AWAY ALL OF THESE PEOPLE UNDER THE RICO ACT OR THE DEPT. OF JUSTICE NEEDS TO PROSECUTE THE GRAND JURY ‘CAUSE IT WILL BE OBVIOUS THAT BARRY KIRSCHNER TOO IS BOUGHT AND PAID FOR AND IF SO, HE NEEDS TO GO DOWN TOO !!! THIS IS A TOTAL NATIONAL EMBARRASSMENT !!! ALSO, NOW BROWARD COMMISSIONERS ARE CAUGHT DOING THE SAME, SO. FLORIDA IS A CESSPOOL AND IT WILL BE NO SURPRISE WHEN PEOPLE LEAVE HERE !!! ~ ~ ~ By JIm February 8, 2007 09:35 PM It’s obvious that Frankel is in on the pay to play deal. She ignores citizens concerns. The Grand Jury is needed. ~ ~ ~ By Bobby Mac February 8, 2007 08:38 PM It’s a start! They need to investigate all local and county government officials. Put the crooks in Jail!!! ~ ~ ~ By stevek February 8, 2007 07:56 PM IT’S ABOUT TIME, YES THIS IS NECESSARY TO BRING DOWN THESE SCUMBAGS UNDER THE RICO ACT !!! ~ ~ ~ By bobbiez February 5, 2007 07:34 PM WHY HAVEN’T THE FEDS GRABBED UP IMOGENE ISAACS, THE INTERNAL AUDITOR FOR THE CITY WHO REPORTS TO FRANKEL SINCE SHE KNOWS EVERYTHING AND FAILED TO FILE ANNUAL REPORTS, DID FRANKEL TELL HER TO COOK THE BOOKS AND WHY DIDN’T SHE REPORT ALL TO THE FEDS? FEDS; GO GRAB HER UP !!! ~ ~ ~ By CAPTAIN KIRK February 5, 2007 11:56 AM Every time I see the ugly mugs of FRANKEL and NANCY GRAHAM in the papers or media causes a revolting unsuppressible vomit in my stomach to rise. To see their mugs on a booking blotter would be like Russian cavier, Cabernet Sauvignon, and crackers. ~ ~ ~ By Bertha February 3, 2007 11:30 PM Did anyone contact the Florida and Ohio Bar Association to report the Mckenna’s and other lawyers involved. Let the Bar dig a little and watch more of the maggots come to life. ~ ~ ~ By stevek February 3, 2007 09:45 PM THIS IS A CRIME UNDER THE RICO ACT AND IF THE GRAND JURY CAN’T SEE IT THEN THEY TOO ARE CO-CONSPIRATORS WHO THE FBI, IRS, CIA AND THE US ATTYS’ OFFICE NEEDS TO HANG ‘EM HIGH AND SHOW NO MERCY,GET GRAHAM AND REALTED GROUP TOO, KEEP DIGGING AND YOU’LL STRIKE GOLD, GET THEIR OFF-SHORE BANK ACCTS TOO !!! ~ ~ ~ By Doesn't Pass Sniff Test February 3, 2007 04:51 PM Seems to me that paying to play is just a backdoor form of bribery. Where I’m from bribery is illegal and I think these developers should be investigated immediately. People seem to forget (or simply didn’t make the connection) but this all started with CityPlace and its developer The Related Group. Former mayor Nancy Graham and her husband became partners on a large condo project in Lantana with Related soon after she left office. Talk about “Pay to Play”!!! ~ ~ ~ By Swiss Bank Accounts? February 3, 2007 03:53 PM I think Nancy Graham actually workd for Related Group in San Diego now…..if anyone thinks these 5k or 10K donations to Frankelsteens campaigns are what is making the difference, they are just diversions….you can bet the real money changing hands is much better hidden, in Nassau, Caymans, Switzerland…etc….I hope the Federal Investigators keep digging an rat these crooks out. ~ ~ ~ By Leveler February 3, 2007 03:42 PM If this is happening at the local level, just imagine what is happening at the state level and do not even think about the federal level of government. Get out and vote. Unfortunately, both candidates are losers. ~ ~ ~ By Golden Rule February 3, 2007 03:38 PM Isn’t paying to play a form of bribery? Last I checked bribery was illegal and I think the developers but especially the largest of them, The Related Group, should be investigated immediately. ~ ~ ~ By The Golden Rule February 3, 2007 03:21 PM | The Related Group is by far the biggest developer in this city and has the most gold to hand out to gain variances & approvals for their projects. This all started with CityPlace when Mayor Graham was not only wined and dined by Related but after leaving after office she was quickly rewarded when they made her and her husbanb partners on a real estate project in Lantana. Talk about pay to play!!! This back door form of bribery is illegal and Related’s tactics should be investigated immediately ~ ~ ~ By stevek February 3, 2007 01:53 PM ALL I CAN SAY IS THIS IS A CONSPIRACY AND ALL ATTYS. LUBIN, BOOSE AND MC KENNA AS WELL AS THE WHOLE CITY AND COUNTY COMMISSION SHOULD GET TO PRISON AND LOSE ALL ILL GOTTEN GAINS ! IF THE FEDS, GRAND JURY LET THESE BUMS GET AWAY WITH THIS THEN THEY TOO ARE SELLOUTS. IF I PULLED WHAT THEY HAVE, I’D BE IN PRISON. CORRUPTION GOES ALL THE WAY TO THE GRAND JURY !!! WAKE THE HELL UP !!! January 6, 2006 Kings Point Condominium Associations
sue WCI Communities, Inc.
By Melody Jameson, The Observer News SUN CITY CENTER - With control of multi-million dollar recreational facilities at stake, residents of the Kings Point condominium community here have fired the first litigation salvo at their prominent developer. The class action lawsuit, naming WCI Communities, Inc., (WCI) and Sun City Center Golf Properties, Inc., (SCCGP) as defendants, was filed November 30, 2005, in Hillsborough County. In a 16-page complaint, the 72 plaintiff condominium owner associations (COAs) in KP allege WCI violated Florida’s well settled condominium law on multiple major counts. The civil action – the remedy in U.S. jurisprudence designed to compensate for damages with dollar awards — seeks injunctions and judgments on various counts for yet-to-be-determined damages and pertinent interest at an unspecified rate. In addition, the plaintiffs ask for the customary reimbursement of costs and attorney fees plus "such other relief this Court deems appropriate." While Florida’s Rules of Civil Procedure require the defendants to respond to the complaint’s charges within 20 days, the Carlton Fields law firm representing WCI and SCCGP requested extension of the allowed time, according to Allen Levine, Esq. Levine is a condominium law specialist with Becker and Poliakoff, P.A., a Ft. Lauderdale-based firm representing the KP condo associations. In a not uncommon move, the defendants’ response deadline was extended to January 16, 2006, Levine added. No hearing dates have been scheduled. The legal controversy centers on the KP recreational facilities lease agreement between WCI (the lessor) and KP residents’ COAs (lessees) which covers use of various amenities. The monthly fees condo owners pay for some security services as well as for access to the community’s two clubhouses, including competition-sized swimming pools, numerous club headquarters and other amenities, have been subject to increases on a regular basis. And last spring, when the litigation was being discussed within the federation of COAs, the group projected that annual 10 percent increases would double the fees every seven years. The individual household fee had reached $100 per month or $1,200 per year from each of thousands of condo units. Residents also questioned why they were given so little information concerning how their fees were applied and spent. The lack of information and expectation of routine annual increases fueled interest in resident acquisition of the facilities. Federation leaders stated at the time that funds to buy certain facilities could be obtained, thereby ending the lease arrangement. Also, they stated, even with the resulting mortgage the monthly fees could be better controlled. For legal foundation underpinning its allegations, the complaint cites Florida Statute 718, Florida’s Condominium Act, first made law in 1974. The law gives the lessees in recreational lease agreements the option of purchasing the covered facilities on any anniversary of the arrangement after the 10th anniversary – a specific right to acquire and own once-leased amenities. Additionally, the statute provides that the lessor receiving a bona fide offer to purchase such amenities from another possible buyer is obligated to give each condo owner a copy of such an offer, including proposed terms of the sale. Residents then have the option for 90 days of giving notice of intent to purchase their leased facilities under the same terms or of declining to purchase – the right of first refusal. WCI and SCCGP violated both provisions of the statute, the complaint alleges, when portions of the leased facilities were sold by the developer to its separate corporate subsidiary nearly seven years ago. A fee simple deed dated July 1, 1999, transferred the property and without any notice to residents, the lawsuit asserts. The corporate creation known as SCCGP is described as a "wholly owned subsidiary of WCI." Under Florida law, corporations are distinct entities and, viewed from a legal perspective, treated much like individual litigants.... WCI, headquartered in Bonita Springs, Florida, is a multi-faceted company engaged in various types of real estate services as well as in developing and building large-scale residential communities and amenities. The company operates in several states along the eastern seaboard and has been involved in some 50 projects in Florida.... www.observernews.net/artman/publish/printer_1288.shtml August 8, 2005 WCI Communities WCI Reports 294% Rise BusinessWire Second Quarter Financial Highlights: -- Net income: $75.3 million - up 294.2% -- Diluted EPS: $1.61 - up 283.3% -- Revenues: $670.7 million - up 102.0% -- New orders: $633.5 million - up 24.9% -- Backlog: $2.40 billion - up 51.9%... WCI Communities, Inc. (NYSE: WCI), a leading builder of traditional and tower residences in highly amenitized lifestyle communities, today reported record results for the second quarter of 2005. For the three months ended June 30, 2005, net income increased 294.2% to $75.3 million from $19.1 million for the same period a year ago while diluted earnings per share (EPS) rose 283.3% to $1.61 from $0.42. Revenues for the second quarter of 2005 were $670.7 million compared with $332.0 million for the second quarter of 2004, a 102.0% increase... "The record results for the second quarter were enhanced by the sale of a significant piece of land in Southeast Florida, which contributed approximately 40% of our total gross margin," said Jerry Starkey, President and CEO of WCI Communities. "Land sales have been an important part of our business model over the decades and are an integral part of our strategy to acquire and build on large parcels of land. Excluding the parcel sale, earnings for the quarter were up approximately 46.6% compared with last year's second quarter earnings.... Change in Auditors During the most recent quarter, WCI announced that it terminated its auditor relationship with PricewaterhouseCoopers, stating that there was no disagreement with that firm, and engaged Ernst & Young.... In addition to homebuilding, WCI generates revenues from its Prudential Florida WCI Realty Division, its mortgage and title businesses, and its recreational amenities, as well as through land sales and joint ventures. The company currently owns and controls developable land of over 17,000 acres.... July 3, 2004 Lawsuit claims WCI
misled its investors
Fired executive Robert Hanna says the By SCOTT BARANCIK A whistleblower lawsuit filed this week against Al Hoffman Jr. and other top executives at WCI Communities Inc. accuses the Bonita Springs company of misleading investors about its financial performance. In a suit filed Wednesday in U.S. District Court in West Palm Beach, former executive Robert Hanna alleges he was fired in October for complaining that WCI, builder of communities such as Sun City Center and Plant City's Walden Lake, inflated its 2003 earnings forecasts and then used accounting tricks to reach them. WCI denied the allegations made by Hanna, who served as president of the company's Palm Beach County homebuilding division. Company spokesman Ken Plonski said Friday that Hanna was fired because of customer complaints about construction quality and other problems, not in retaliation for allegations of fraud that Plonski called "meritless." Plonski also said the U.S. Department of Labor recently dismissed a related administrative complaint Hanna filed against WCI. Now senior vice president of operations at Ecclestone Signature Homes of West Palm Beach, Hanna, 47, is seeking lost pay and damages both under Florida's Whistleblower Law and the retaliatory portion of the federal Sarbanes-Oxley law of 2002. To succeed, said his lawyer, Jim Beasley of West Palm Beach, Hanna must prove that WCI fired him at least in part for citing concerns about allegedly illegal corporate practices. The lawsuit alleges that top WCI executives began manipulating financial data shortly after the company went public in March 2002. "The obvious motivation for WCI's manipulation of its business plan and false reporting of profit sources was to conceal the company's poor performance relative to other companies in the industry, excessive compensation being paid to senior executives (such as Hoffman), and to increase the value of the stock options and stock grants that WCI's senior executives had received," the lawsuit says. Hanna, a Boca Raton resident and registered Republican, also accuses founder and chief executive Hoffman of pressuring him to make contributions to Republican political coffers, solicit donations from WCI contractors, and favor Republican donors when awarding contracts, Beasley said. Hoffman, 70, is finance chairman of the Republican National Committee and a top party fundraiser with close ties to the Bush family. Plonski scoffed at the allegations of political pressure. "I can tell you, for one, I am on the executive management team at WCI, and have never once been approached by Al Hoffman to contribute to a particular campaign personally," Plonski said. Hanna alleges that WCI president Jerry Starkey surprised him and other division presidents in late 2002 by unilaterally raising their 2003 home-sale projections to unrealistic levels. Though Hanna and his boss had agreed upon a goal of selling 275 units at the 1,000-unit Evergrene community in Palm Beach County, Hanna says, Starkey raised the target to 340 units over Hanna's objections. Former colleague Armando Goenaga corroborated some of Hanna's accounting allegations in an internal memo attached to the lawsuit. Goenaga wrote, "The concern ... is that no consideration was given to market conditions, timing of product development, sales trends, timing of entitlements, permits approvals, timing of development, etc." To cover inevitable shortfalls, Hanna alleges, WCI would reclassify developable land as "non-strategic" and then sell it right before the end of a given accounting period. WCI also allegedly moved funds from profitable divisions to unprofitable ones to make the latter appear financially healthy. Hanna says WCI's 2004 financial projections contain similarly arbitrary sales projections. After WCI appointed an internal auditor in 2003, Hanna allegedly shared his concerns and suggested the auditor pass them on to the chairman of WCI's audit committee. Weeks later, WCI executives fired him. The parties could not agree on a severance package, and Plonski called Hanna's counteroffer "outrageous." Hanna sued. Former West Palm Beach Mayor Nancy Graham, a Republican and Hanna's predecessor as president of the Palm Beach County homebuilding division at WCI, told the Palm Beach Post on Thursday that Hanna had "incredible integrity." "If I were asked to be a witness for either side," she said, "I would far more likely be helpful to Robert Hanna than I would to WCI." Investors appeared relatively unconcerned about the lawsuit against WCI this week. The company's stock fell 3 percent in heavy trading Thursday to close at $21.55 per share, then rose slightly in light trading Friday to close at $21.71. - Times news researcher Caryn Baird contributed to this report. Scott Barancik can be reached at barancik@sptimes.com or 727 893-8751. www.sptimes.com/2004/07/03/Business/Lawsuit_claims_WCI_mi.shtml October 16, 2002 < < < Note the date WCI squirms as condo buyers
find wiggle room
By ROBERT TRIGAUX, St. Petersburg Times There's trouble amid some of the snazziest luxury condo towers in southwest Florida. The tale begins in Naples at the high-priced tower dubbed Ventanas, where all 48 current buyers may exercise their right to back out of their condo contracts. And at the nearby and even more elite Trieste high-rise, five condo purchasers look likely to default on their purchase contracts. Maybe the very rich aren't quite as immune to the troubled economy as we thought. It seems the market for posh second homes is reeling, even in supposedly recession-proof Naples. This unusual glimpse of high-end financial jitters comes courtesy of a slipup at WCI Communities Inc., the 800-pound gorilla of luxury condo builders from Naples to Sarasota (and points beyond). WCI developed the condo communities that include Ventanas and Trieste. WCI is run by prominent real estate developer Al Hoffman, who also serves as finance chairman of the Republican National Committee and as finance chairman of Jeb Bush 's re-election campaign. On Tuesday, a humbled Hoffman and other top WCI executives disclosed that most, if not all, of the 48 buyers under contract at Ventanas (total value: $31-million) may back out of their deals. WCI said it had failed earlier this year to properly notify them that they had 15 days to back out of their contracts when the company had announced an unexpected change in condo fees. WCI drafted a notice -- including the buyers' right to rescind their contracts -- but a company manager at the Ventanas community removed that language in the final letter sent to buyers. WCI said it only learned of the omission, a big no-no under Florida administrative rules governing condos, last month when a lawyer for one of the 48 buyers contacted the company. WCI said it fired the manager involved and offered a belated 15-day opportunity to back out. Separately at Trieste, WCI's 106-unit high-rise, the purchasers of five units intend to default on their contracts. These five units have a contract value of $10.1-million. Typically, none of this would attract much attention. But these are not typical times. Why are most, if not all, 48 condo buyers backing out of their deals? It's unlikely they were driven away solely by a modest increase in condo fees. And why are five condo buyers at Trieste defaulting on their purchases, even though it means that together they will forfeit millions in down payments? Most likely, they are stressed by the roiling stock market and unusual degree of economic uncertainty. They are only too eager to run from their high-priced condo deals. At WCI, Hoffman is unhappy to lose such a substantial chunk of luxury condo business. WCI shareholders aren't so thrilled, either. After a promising initial public offering earlier this year, WCI shares hit the skids this summer. On Tuesday alone, the company lost more than $100-million, or one quarter, of its market value, as shares fell 25 percent to close at just over $9. With profits hurt by lost contracts, WCI warned that third-quarter and full-year results would fall short of its previous expectations. Hoffman, who continues to develop properties in the Tampa Bay area, on Tuesday let WCI's president and its chief financial officer handle most of the barbed questions from Wall Street analysts. But later in the same conference call, Hoffman defended WCI with half a dozen remarks about the company's "high ethical standards." And he tried to separate the company from the problems caused by the altered Ventanas letter and the fired manager. "This is just an incident," Hoffman said. "There is no way this company or anybody can legislate against unethical behavior by anybody in any profession, whether it be the building industry, the clergy, the government or any walk of life. But we can correct and eliminate these failures the minute they are identified. I believe we have identified them here." Wow. That remark covers a wide swath of humanity. With his deep pockets and political connections, Hoffman's no fool. In the slimy wake of Enron, WorldCom and other discredited companies, the WCI executive knows how sensitive analysts, shareholders, regulators, class-action lawyers and, yes, the media are to misbehaving corporations. He took his best shot Tuesday to try and get WCI ahead of the controversy -- without giving away any more of the bottom line than necessary.... Did it work? It was a B+ effort, at least, in coming clean. A lot of the hard work's still ahead. Anybody want some slightly tainted, soon-to-be discounted luxury condos? June 25, 2002 < < < Note the date Growing Pains in Southwest Fla. More Development Pushes Everglades to the Edge By Michael Grunwald, Washington Post NAPLES, Fla. - "You can't stop it," said Al Hoffman, the most influential developer in a state crowded with influential developers. "There's no power on earth that can stop it!" Hoffman, the energetic leader of WCI Communities Inc., knows a bit about power. He was co-chair of George W. Bush's presidential campaign and the Republican National Committee's finance chair. Now he's the top money man for Gov. Jeb Bush -- a former developer himself -- and heads an exclusive council of CEOs who advise the governor on policy. A scribbled note from the president hangs on his office wall: "You are the man!" The unstoppable force Hoffman was talking about is the runaway development marching from southwest Florida toward the Everglades. The Naples area was the second-fastest-growing in America in the 1990s. The Fort Myers-Cape Coral area is not far behind. And the gated golf course communities that have come to define this subtropical mecca are spreading east. "It's an inevitable tidal wave!" declared Hoffman, 68. That's good news for Hoffman and WCI, which sold $1.1 billion worth of homes in Florida last year. But it's a major threat to the ecology of southwest Florida, the last refuge for endangered species ranging from the elusive ghost orchid to the beloved Florida panther. Now federal, state and local officials are asking leaders of the $7.8 billion Comprehensive Everglades Restoration Plan: Is history repeating itself? The restoration plan is in many ways an effort to clean up after southeast Florida's unbridled sprawl. But now that the east side of the Everglades is almost built out, the officials warn that similar wetlands drainage and habitat destruction to the west are creating similar problems. Richard Harvey, the Environmental Protection Agency's South Florida director, sounded the alarm in an e-mail to John Hall, the top Army Corps of Engineers regulator in Florida: ". . . we are permitting in SW Florida as fast as we can the same types of development[s] and associated environmental degradation we are spending billions of dollars trying to fix on the SE coast." "Haven't we learned our lessons? Apparently not!" This is a deep tension within the restoration plan: It seeks to undo some of South Florida's ecological damage and replenish its water supplies, but it doesn't challenge the development juggernaut that drained its marshes and depleted its aquifers. On the contrary, the plan aims to supply enough subsidized water to make sure the region's population, already growing faster than Bangladesh's or Mexico's, can double again before 2050. The National Academy of Sciences proposed an independent study of these issues, but Stephen Parker, head of the academy's water science board, said the plan's leaders shot it down with "strong resistance." "We're tearing down the ecosystem a lot faster than we'll ever be able to fix it," said Kim Dryden, a Fish and Wildlife Service biologist. "It's unbelievably hypocritical." Southwest Florida's problem, Dryden says, is not that nobody can stop new highways, driveways and fairways from chewing up 1,000 acres of wetlands every year, but that nobody will.... "The environmental mission has been thrown aside," said biologist Jim Beever, a Florida Fish and Wildlife Conservation Commission supervisor. "The regulatory agencies have accepted this crazy notion that southwest Florida should look just like southeast Florida." One frequent target of the complaints is the Corps, the federal waterworks agency that is also responsible for protecting wetlands under the Clean Water Act. The Post has obtained "white papers" prepared by the southwest Florida offices of two other federal agencies -- the Fish and Wildlife Service and the EPA -- accusing the Corps of rubber-stamping projects that chew up panther habitat, convey polluted stormwater into pristine bays andrepeat the mistakes of Miami, Fort Lauderdale and West Palm Beach. But the Corps is not the only sprawl enabler. Officials at Fish and Wildlife, who oversee the Endangered Species Act, have stymied efforts by their own biologists to block projects harmful to panthers. Florida's governors have preserved more than 1 million acres of green space, but their growth-management efforts have failed for decades, and Jeb Bush's administration has been especially close to real estate interests. And until recently -- after three Collier County commissioners, the county manager and several developers were arrested in a Naples corruption scandal -- pro-growth politicians suspicious of smart-growth planning have dominated Florida's local boards. "The big players always get what they want," said Heather Stafford, a Florida Department of Environmental Protection biologist. She manages Estero Bay, a sparkling mangrove estuary that has suffered seagrass die-offs as well as turbidity and red tides because of tainted runoff from development. Twenty years ago, southwest Florida's interior -- often called the western Everglades, though it's actually more diverse and less degraded than the main River of Grass -- was mostly cypress swamps and pine flatlands, not that far removed from a 1860 survey declaring it "unfit for man or vermin." Then Interstate 75 and a Fort Myers airport linked it to the world. Now it's got the highest concentration of golf holes per capita on earth. A maze of roads and ditches has blocked and diverted its natural freshwater flows. Wetlands that recharged aquifers and served as kitchens and nurseries for wildlife have been drained and paved. Polluted runoff from asphalt and agriculture has sloshed all the way to the Keys, contributing to Florida Bay's collapse. "Growth in southwest Florida is out of control," says Billy Causey, superintendent of the Florida Keys National Marine Sanctuary. "It's one of the greatest threats to us down here." On an 80-degree day in March, it's easy to see why rich people move here: It's nice. That's why Thomas Edison and Henry Ford -- as well as the Boston Celtics' Larry Bird, America Online's Steve Case and Army Secretary Thomas White, late of Enron -- wanted mansions here. "There is only one Fort Myers and 90 million people are going to find it out," Edison once said. Hoffman contends that as the number of wealthy retirees soars, the intrusion of red-roof villas and lavish estates and dogleg par-5's into inland forests will continue "as sure as the sun is coming up tomorrow." The market is so hot that some builders start moving dirt without permits because fines cost less than brief delays. WCI had seven pages of ads in a recent issue of the Wall Street Journal, promoting $5 million estates and $11 million penthouses. The Bonita Bay Group, long considered the area's most ecologically sensitive developer, recently persuaded Lee County to let it build six golf courses in an area reserved for groundwater recharge. The good news, Hoffman says, is that developers realize their success depends on keeping southwest Florida nice. Nature preserves have become trendy amenities, the Sub Zero refrigerators of 2002. WCI just launched a Green Building program and hooked up with Audubon International to design eco-friendlier golf courses. Hoffman, who labored in a meat market as a boy on Chicago's South Side, has a purely utilitarian view of the environment: He believes it exists for man's use. "We need to protect the environment for our own selfish motives," he said. "If we destroy the environment, it won't serve us anymore." But he also scoffed at regulators as loopy radicals "who think the world will end if they can't protect that little tree." It's not just regulators who believe growth -- long hailed as Florida's engine of prosperity -- is threatening paradise. In polls, as many as 4 of 5 Floridians say it's a problem. (Of course, they've already made it here.) Florida leads the nation in housing starts, attracting more than 900 new residents every day. In this land of the new, sawgrass plains give way to the Sawgrass Expressway and the Sawgrass Mills Mall, trappers catch thousands of alligators in back yards that used to be swampland, and car accidents are the leading cause of panther deaths. In 1995, then-Gov. Lawton Chiles's Commission for a Sustainable South Florida -- the eclectic group of antagonists who proposed the restoration project -- warned in a unanimous report that "rapid population growth and sprawling development patterns are leading South Florida down a path toward wall-to-wall suburbanization." Last year, even Jeb Bush's developer-dominated Growth Management Commission -- led by an Orlando politician named Mel Martinez, who is now President Bush's housing secretary -- agreed that traffic, crowded classrooms, water shortages, pollution and other sprawl-driven ills are "growing problems in the state." Southeast Florida's sprawl was ultimately blocked by the eastern Everglades levee. But the western Everglades doesn't have a levee. "The east is moving west. The west is moving east," Martinez said. "Unless you can contain all that, forget the Everglades." March 12, 2002 < < < Note the date WCI launches IPO, stock climbs By Darcie Lunsford WCI Communities has done what has been expected since it stormed into Palm Beach County in 1999 to pull off a $230 million land grab. The Bonita Springs-based luxury homebuilder launched an initial public offering on Tuesday. Trading as WCI on the New York Stock Exchange, the builder offered 16 percent of the company through the sale of 6.9 million shares. The $19-a-share offering price had jumped to $22.84 by mid-day. Tapping the public markets has been a long-time objective, CFO Jim Dietz said. "The timing was right from the standpoint that the markets have recovered from Sept. 11," he said. WCI also is coming off a profitable year with its net income jumping nearly 25 percent in 2001 to $102.2 million on revenues of $1.1 billion, according to its most recent earnings report. In 2000, the builder's net income was $81.9 million on revenues of $882.2 million. The cash raised through the IPO will be used to pay off about $50 million in construction loans on its condo towers, including the pricey One Watermark Place of the Palm Beaches in West Palm Beach. Construction of the 15-story building overlooking the Intracoastal Waterway is expected to be completed later this year. The balance of the sale proceeds are earmarked to pay down an existing $450 million credit line with Fleet National Bank and other lenders, Dietz said. The builder intends to use this boosted borrowing capacity to bankroll a wave of new developments. Chief among them is the 1,000-home Evergrene development and the Old Palm Golf Club, both in Palm Beach Gardens. The two communities are slated to go on land WCI bought from the John D. and Catherine T. MacArthur Foundation in 1999. The $230 million deal, arguably South Florida's largest in recent history, encompassed nearly 15,000 acres, spanning Palm Beach, Martin and St. Lucie counties. WCI has since sold all but 2,500 acres, generating $132 million. It carries no lingering debt from the transaction, Dietz said. - Copyright 2002 American City Business Journals Inc. * * * From Multex Investor: WCI Communities, Inc. (NYSE) As of March 12, 2002 DIRECTORS & OFFICERS Ackerman, Don E., (68) Chairman of the Board, Executive Vice President Don E. Ackerman is the Chairman of the Board of Directors and Executive Vice President of WCI. From July 24, 1995 until the date of the merger, Mr. Ackerman served as Chairman of the Board of Directors and Executive Vice President of WCI Communities Limited Partnership. From 1985 until the date of the merger, Mr. Ackerman also served as a Director of Florida Design Communities. He is also a Director of First Fidelity Title, Inc., Financial Resources Group, Inc., Florida Lifestyle Management Company, Courtyards at Sun City Center, Inc., Sun City Center Office Plaza, Inc., Sun City Center Land Company and Aston Care Systems, Inc. From 1967 until 1991, Mr. Ackerman was a partner at J.H. Whitney & Co., a venture capital firm. Mr. Ackerman is President of Chandelle Ventures, Inc., his private investment company, and serves as Chairman of the Board of Walden University, Inc. Mr. Ackerman is a Director of Schlumberger Limited. ----------- Hoffman, Jr., Alfred, (67) Chief Executive Officer, Director Alfred Hoffman, Jr. is the Chief Executive Officer and a Director of WCI. From July 24, 1995 until the date of the merger of WCI Communities Limited Partnership and Florida Design Communities, Mr. Hoffman served as Chief Executive Officer of WCI Communities Limited Partnership, and from July 1998 until the date of the merger, he also served as a Director of WCI Communities Limited Partnership. From 1985 until the date of the merger, Mr. Hoffman also served as Chief Executive Officer and Chairman of the Board of Directors of Florida Design Communities. He also served as President of Florida Design Communities from 1985 to 1989 and 1993 to 1994. Mr. Hoffman is Chief Executive Officer and Chairman of the Board of Directors of First Fidelity Title, Inc., Financial Resources Group, Inc., Florida Lifestyle Management Company, Courtyards at Sun City Center, Inc. and Sun City Center Office Plaza, Inc. He also is Chief Executive Officer and a Director of Sun City Center Land Company and is a Director of Aston Care Systems, Inc. Prior to establishing Florida Design Communities, Mr. Hoffman founded Tekton Corporation, a homebuilder which he sold to Union Camp Corporation in 1970, and from 1970 to 1975, he served as head of Union Camp Corporation's real estate homebuilding subsidiary. From 1975 to 1985, Mr. Hoffman was a private developer in the Tampa Bay area. -------------- Starkey, Jerry L., (42) President, Chief Operating Officer, Director Jerry L. Starkey is the President and Chief Operating Officer and a Director of WCI. From 1998 until the date of the merger, Mr. Starkey was the President and Chief Operating Officer of WCI Communities Limited Partnership. From 1994 until the date of the merger, he also served as President and Secretary of Florida Design Communities. Since joining Florida Design Communities in 1988, Mr. Starkey has also held the office of Chief Operating Officer. Mr. Starkey is President of First Fidelity Title, Inc., Financial Resources Group, Inc., Courtyards at Sun City Center, Inc., Sun City Center Land Company and Sun City Center Office Plaza, Inc. Prior to joining the predecessor to Florida Design Communities, Mr. Starkey was Executive Vice President of George Thomas Homes, a production homebuilder with operations in Texas and Florida. Mr. Starkey is a member of the State Bar of Texas. In addition, Mr. Starkey was President and Secretary of Aston Care Systems, Inc. from 1996 to 1998. ---------------- Dietz, James P., (37) Chief Financial Officer, Senior Vice President James P. Dietz is a Senior Vice President and Chief Financial Officer of WCI. From October 1996 until the date of the merger, Mr. Dietz was the Chief Financial Officer and Treasurer of Florida Design Communities. Since joining Florida Design Communities in 1995, Mr. Dietz has also held the position of Corporate Controller. In addition, from 1996 until 1998, Mr. Dietz served as Chief Financial Officer of Aston Care Systems, Inc. Prior to joining Florida Design Communities, Mr. Dietz was Manager of Business Development at GTE Leasing Corporation, an affiliate of GTE. From 1986 until 1993, Mr. Dietz held various professional positions, including audit manager, at Arthur Andersen & Co. --------------- Hastings, Vivien N., (50) Senior Vice President, General Counsel Vivien N. Hastings is the Senior Vice President and General Counsel of WCI. From 1995 until the date of the merger, Ms. Hastings was Senior Vice President and General Counsel of WCI Communities Limited Partnership. Prior to serving as General Counsel, Ms. Hastings held various positions in WCI Communities Limited Partnership's legal department. Prior to joining WCI Communities Limited Partnership, from 1982 to 1989, Ms. Hastings was Vice President and Co-General Counsel of Merrill Lynch Hubbard, Inc., a real estate division of Merrill Lynch & Co. From 1977 until 1982 Ms. Hastings was an associate with the Chicago law firm of Winston & Strawn. . . . ------------- Landry, Lawrence L. , (58) Director Lawrence L. Landry has been a Director of WCI since May 1999. From July 24, 1995 until August 1998, Mr. Landry served as a Director of WCI Communities Limited Partnership. From January 1996 until March 1999, Mr. Landry served as a Director of Florida Design Communities. Mr. Landry is the President and Chief Executive Officer of Westport Advisors, Ltd., which is the general partner of Westport Senior Living Investment Fund L.P. From February 1989 until June 1998, Mr. Landry was the chief finance and investment officer of the John D. and Catherine T. MacArthur Foundation. The MacArthur Foundation has been a stockholder of WCI since 1995. Mr. Landry is a member of the Board of Trustees of Clark University and also serves on the Board of Directors of Greystone Communities, Inc. ------------- McWilliams, Thomas F., (58) Director Thomas F. McWilliams has been a Director of WCI since March 1999. Mr. McWilliams has been employed by Citicorp Venture Capital, Ltd. since 1983 and has been a member of its investment committee since 1984. Mr. McWilliams serves on the boards of Chase Industries, MMI Products, Polar Corporation, Ergo Science Corporation, Pursell Industries, Strategic Industries and Royster-Clark Group Inc. ------------- Mintz, Joshua J., (46) Director Joshua J. Mintz has been a Director of WCI since October 2000. Mr. Mintz is the Vice President and General Counsel of the John D. and Catherine T. MacArthur Foundation. Prior to joining the foundation in 1994, Mr. Mintz was with the law firm Sidley & Austin for thirteen years, specializing in commercial litigation and business reorganization, the last five of which he was a partner. ------------- Sugarman, Jay, (39) Director Jay Sugarman has been a Director of WCI since 1995. Mr. Sugarman is Chairman of the Board and Chief Executive Officer of iStar Financial, Inc., a publicly traded finance company focused on the real estate industry. From 1996 to 1997, he was Senior Managing Director of Starwood Capital Group, LLC and from 1993 to 1996, was President of Starwood Mezzanine Investors, L.P.... ~ ~ ~ For more on this flock, GO TO > > > How To Pluck A Non-Profit March 13, 2002 < < < Note the date Kamehameha’s stake in
public offering of Florida
home builder hits $165 million
By Rick Daysog, Honolulu StarBulletin The Kamehameha Schools saw the value of its holdings in WCI Communities Inc. rise to about $165.1 million today after the Florida development company completed its initial public offering yesterday. Kamehameha Activities Association -- a for-profit subsidiary of the $6 billion charitable trust -- owns about 7.1 million shares, or about 16.4 percent, of WCI, making it the company's largest shareholder. WCI's stock price closed at $23.25 on the New York Stock Exchange today from yesterday's offering price of $18. The Kamehameha Schools, which initially invested in WCI with longtime partner the John D. and Catherine T. MacArthur Foundation in 1995, said it is evaluating its plans for the stock. The company did not sell any of its shares in the IPO. "Kamehameha Activities Association's interest in WCI Communities Inc. and its recent initial public offering is important because it allows KAA to further support Kamehameha Schools' ongoing efforts to provide more educational services to more Hawaiian children," said KAA President Wallace Chin. "We have every confidence in WCI's current management and applaud their successful efforts to take the company public." WCI, which traces its roots back to 1946, builds master planned residential communities and luxury condominium towers in Florida. The company, which posted revenues of $1.1 billion in 2001, has 34 communities under development. In yesterday's public offering, WCI sold roughly 43 million shares, or about 16 percent of the company. March 1, 2002 As filed with the Securities and Exchange Commission on March 1, 2002. Registration No. 333-69048 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  WCI COMMUNITIES, INC. (Exact Name of Registrant as Specified in its Charter)
24301 Walden Center Drive Bonita Springs, Florida 34134 (941) 947-2600 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.... Item 14. Indemnification of directors and officers Section 145 of the Delaware General Corporation Law (the “DGCL”) permits companies to indemnify their officers and directors against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action (except settlements or judgments in derivative suits), suit or proceeding in which such person is made a party by reason of his or her being or having been a director, officer, employee or agent of the company, in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the “Securities Act”). The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any by-law, agreement, vote of stockholders of disinterested directors, or otherwise. The certificate of incorporation and by-laws of WCI Communities, Inc. provide for the mandatory indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the DGCL. As permitted by sections 102 and 145 of the DGCL, the certificate of incorporation of WCI Communities, Inc. eliminates a director’s personal liability for monetary damages to the company and its stockholders arising from a breach of a director’s fiduciary duty, other than for a breach of a director’s duty of loyalty or for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, and except as otherwise provided under the DGCL. WCI Communities, Inc. may purchase and maintain insurance on behalf of any director or officer of the company against any liability asserted against such person, whether or not the company would have the power to indemnify such person against such liability under the provisions of the certificate of incorporation or otherwise. WCI Communities, Inc. has purchased and maintains insurance on behalf of its directors and officers.... May 12, 2000 WCI hires environmental activist Former West Palm Beach Mayor Nancy Graham is taking her sense of community to a smaller scale. Instead of focusing on the entire city of West Palm Beach, she is now focused on a mere sliver of the county -- a 363-acre community south of Donald Ross Road and east of Military Trail in the northern part of the county. Graham is division president of the Palm Beach Division of Watermark Communities Inc. She says she is working hard to develop a sense of family and community on a tract known as Parcel 4, a 1,040-home development in Palm Beach Gardens. Parcel 4 can expect to get a lot of public attention because it's the first residential tract WCI is developing on the 14,000 acres it acquired from the MacArthur Foundation in March 1999 for $235 million. Construction is expected to begin later this year, Graham says, adding that Parcel 4 will take about seven years to built out.... # # #
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